SecProbe.io

February 20 , 2015

Via E -mail
Mr. Ram Mukunda
President and Chief Executive Officer
India Globalization Capital, Inc.
4336 Montgomery Avenue
Bethesda, Maryland 20814

Re: India Globalization Capital, Inc.
  Registration Statement on Form S-3
Filed  February 2, 2015
  File No.  333-201822

Dear Mr. Mukunda :

We have limited our review of your registration statement to those issues we have
addressed in our comments.  In  some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information .  Where you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these  comments , we may have  additional comments.

General

1. We note your disclosure that you plan to expand into the legal cannabis industry.  We
also note your plans for Midtown Partners & Co, LLC, in this regard, as described in
Exhibit 99.1 to your Form 8 -K filed De cember 23, 2014, including your belief it will be
the “first broker dealer to focus its equity research, capital markets and investment
banking on the emerging legal cannabis industry.”  Please revise your registration
statement to clearly describe your bu siness plans in the legal cannabis industry  and the
risks to the company from engaging in this business, including possible law enforcement
consequences under federal and state laws .

Risks Related to Our Business and Expansion Strategy, page 4

2. We note yo ur disclosure on page 5 related to the state and federal laws governing the use
and possession of cannabis.  Please revise to clearly specify the risks to the company

Mr. Ram Mukunda
India Globalization Capital, Inc.
February 20 , 2015
Page 2

 regarding violations of the federal Controlled Substances Act and any other applicable
state laws as they pertain  to your business plans .

Incorporation of Certain Documents by Reference, page 18

3. Please incorporate by reference all the Forms 8 -K that you filed since the end of your
fiscal year to the date you initia lly filed this registration statement.  Refer to Item 12(a)(2)
of Form S -3.

Exhibit 5.1, Opinion of Olshan Frome Wolosky LLP

4. We note the statement in the Olshan Frome Wolosky  LLP legality opinion that “[w] e
express  no opinion herein as to the laws of any state or jurisdiction other than the state
laws of the State of New York and the federal laws of the United States of America.”
However, the registrant is incorporated in Maryland .  Please have counsel revise the
legality opinion to state that the opinion is based on the laws of the State of Maryland .
We also note that your legality opinion only covers the registration of common stock.
Please  also have counsel revise the legality  opinion  to opine separately on the  units  and
on the warrants .  Refer to Staff Legal Bulletin  No.19 for guidance.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending registration statement please provide a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effectiv e, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the  Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration stateme nt as confirmation

Mr. Ram Mukunda
India Globalization Capital, Inc.
February 20 , 2015
Page 3

 of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities speci fied in the above registration statement.  Please allow
adequate time  for us to review any amendment prior to the requested effective date of the
registration statement.

Please contact Hillary Daniels  at (202) 551 -3959  or Brigitte Lippmann  at (202) 5 51-3713
with any questions.

Sincerely,

 /s/ Brigitte Lippmann (for)

John Reynolds
Assistant Director

cc: Spencer G. Feldman, Esq.
 Olshan Frome Wolosky LLP