SecProbe.io

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(617) 946-4887

mkatzoff@seyfarth.com

March 2, 2006

VIA EDGAR

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Attn:

    John Reynolds

    Assistant Director

Division of Corporation Finance

    Re:

    India Globalization Capital, Inc.

Amendment No. 7 to Registration Statement on Form S-1

Registration Statement No. 333-124942

Dear Mr. Reynolds:

     India Globalization Capital, Inc. (the “Company”) has filed with the Commission an Amendment
No. 7 to the above referenced Registration Statement (the “Registration Statement”). For your
convenience, we are providing you with five paper copies of Amendment No. 7, marked to show the
changes made from Amendment No. 6 to the Registration Statement which was filed with the Commission
on February 14, 2006. The changes reflected in Amendment No. 7 are intended to respond to the
comments set forth in your letter dated February 24, 2006 (the “Comment Letter”) and our subsequent
telephone conversations with Tom Kluck and Mike Karney. The supplemental information and changes
made in response to the Comment Letter are discussed below. The numbered paragraphs below
correspond to the numbered comments in the Comment Letter. In addition, certain additional changes
have been made as described below. An earlier version of this letter was sent to Tom Kluck along
with some of the interim changes to the Registration Statement for his review prior to the filing
of Amendment No. 7.

     General

     1. An internal analysis of the Indian market showed that the expected size of an Indian IPO
is around $90 million or more. Therefore a $120 million SPAC would be competing against an Indian
company’s possible access to the Indian stock market. The Company decided that the

Securities and Exchange Commission

Attn: John Reynolds

March 2 2006

Page 2

space of companies with valuations of $90 million, or more, was too limiting and competitive.
Down sizing allows the Company to look at pre-IPO companies for whom immediate access to Indian
capital markets is uncertain. The Company concluded that it would be best to look for companies
that were at least two years away from accessing the Indian stock market. As smaller companies
lack access to the Indian stock market, the Company concluded that valuations would be less and
there would be more companies in the $50 million range. As a SPAC must acquire a company with at
least 80% of its net asset value, this led the Company to settle on a $60 million offering. At the
request of Tom Kluck and Mike Karney, we have added language to page 35 of the prospectus to
incorporate a portion of the above discussion.

     2. We have revised the prospectus on page 64 to disclose that the Restricted Period under
Regulation M for this offering will have ended when (i) all of the units have been sold, (ii) there
are no more selling efforts, (iii) there is no more stabilization, and (iv) the over-allotment
option has been exercised or has expired.

     3. The Articles of Incorporation of the Company state, in Article Seventh, that
"[p]aragraphs A through E set forth below shall apply during the period commencing upon the initial
public offering of the Company’s securities (the “IPO”) and terminating upon the consummation of a
“Business Combination” (the “Restricted Period”) and shall not be amended during such period.”
Annotated Code of Maryland, Corporations and Associations (the “Code”) section 2-602(a)(1) states,
in pertinent part, that “[a] corporation may amend its charter from time to time, in any respect,
provided that: (1) [t]he amendment may contain only provisions which lawfully could be contained
in articles of incorporation at the time of the amendment.” Section 1-104 of the Code sets forth
permissible provisions that may be included in articles of incorporation. These provisions include
the following section: “(b)(1) [a]ny provision not inconsistent with the law that defines, limits,
or regulates the powers of the corporation, its directors and stockholders. . . .”

     In order for a Maryland corporation that has issued stock to amend its articles of
incorporation, section 2-604 of the Code requires that the board of directors set forth the
proposed amendment and declares it advisable and submit the proposed amendment to a vote of the
stockholders. The amendment, to become effective, must be approved by two thirds of all votes
entitled to vote on the matter.

     Section 104 of the Code expressly authorizes a corporation to modify the percentage of
stockholder votes required for any corporate action on which the stockholders are required to vote.
Specifically, subsection (b)(4) states that “[a]ny provision that requires for any purpose the
concurrence of a greater proportion of the votes of all classes or of any class of stock than the
proportion required by this article for that purpose,” and (b)(5) states that “any provision that
requires for any purpose a lesser proportion of the votes of all classes or of any class of stock
than the proportion required by this article for that purpose, but this proportion may not be less
than a majority of all votes entitled to be cast on the matter.” While this section permits
provisions in the articles of incorporation that increase or decrease the percentage of
stockholders required to approve an amendment to the articles of incorporation, nothing in section
104 of the Code purports to

Securities and Exchange Commission

Attn: John Reynolds

March 2 2006

Page 3

authorize a provision in the articles of incorporation that eliminates, temporarily or otherwise,
the right of stockholders to approve amendments to the articles of incorporation of a corporation.

     We are not aware of any Maryland case law that addresses either the enforceability under
Maryland corporate law of a provision in the articles of incorporation that purports to eliminate
the ability of the directors and officers to propose such an amendment, temporarily or permanently,
or the validity of an amendment to the articles of incorporation made at a time during which the
articles purport to prohibit amendments to the articles of incorporation. Given the absence of
such case law, and the absence of any express statutory authority to eliminate the right to amend
the articles of incorporation, either temporarily or permanently, it is possible that a Maryland
court would uphold the validity of an amendment to the articles of incorporation notwithstanding a
prohibition in the articles of incorporation on making such an amendment.

     Notwithstanding the conclusion that the Company may have the legal authority under Maryland
corporate law to amend its Articles of Incorporation during the Restricted Period as defined
therein, the Company views the Business Combination procedures as stated in Article Seventh of its
Articles of Incorporation and as described in the prospectus as obligations to its investors that
the Company will not propose to amend. We have revised the prospectus by adding a risk factor on
page 10 and disclosure with respect to the Articles of Incorporation on page 42 to clarify the
Company’s position.

     4. Based on the analysis set forth in response to Comment No. 3, set forth above, it is possible
that under Maryland corporate law the Company may have the legal authority to amend its Articles of
Incorporation during the Restricted Period to lower the 20% threshold set forth in Article Seventh
A of its Articles of Incorporation.

     Notwithstanding the possibility that the Company may have that legal authority, the Company
views this 20% threshold stated in Article Seventh of its Articles of Incorporation and as
described in the prospectus as an obligation to its investors that the Company will not propose to
lower through an amendment to its Articles of Incorporation. We have revised the prospectus by
adding both a risk factor on page 10 and a separate discussion of the Articles of Incorporation in
the Proposed Business section on page 42 to clarify the Company’s position.

     Use of Proceeds, page 24

     5. We have included a footnote to the “Held in trust” line item in the table indicating that
the table excludes the underwriter’s non-accountable expense allowance funds being placed into the
trust.

     6. We have revised the disclosure relating to the loans from the founders on page 26 and
elsewhere to indicate that the loan proceeds are being deposited into the trust account rather than
being used for working capital purposes.

Securities and Exchange Commission

Attn: John Reynolds

March 2 2006

Page 4

     Principal Stockholders, page 53

     7. We have revised the disclosure relating to the shares owned by Parveen Mukunda, the wife of
Ram Mukunda, to indicate that those shares are beneficially owned by Ram Mukunda, and the shares
owned by Ram Mukunda are beneficially owned by Parveen Mukunda. Also, we have included these
shares in the shares held by the officers and directors as a group.

     We have made the following changes in response to the additional comments we received from Tom
Kluck and Mike Carney today:

     1. We have revised the Unit Purchase Agreement to conform with the existing disclosure in the
prospectus that the purchasers in the private placement will vote the shares acquired in the
private placement and thereafter in accordance with the majority of shares of common stock voted by
the public stockholders. We have clarified the language on page 7 of the prospectus to explain how
this prevents such purchasers from exercising conversion rights.

     2. We have revised the disclosure of the private placement in the prospectus on the front
cover and elsewhere to clarify that only the officers and directors of the Company will participate
in the private placement and not their nominees or designees.

     3. We have revised the disclosure in the prospectus on page 9 and elsewhere with respect to
the maximum percentage of outstanding shares of Common Stock that can be converted to cash to
conform to the applicable provisions of the Company’s Amended and Restated Articles of
Incorporation, which measure the percentage solely on the basis of shares sold in the initial
public offering rather than aggregating the shares sold in the public offering and the private
placement. We have also made conforming changes to the financial information provided on pages 9
and 28-30 to reflect the revised amount of shares subject to conversion into cash. Article Seventh
of the Company’s Amended and Restated Articles of Incorporation filed as Exhibit 3.1 to Amendment
No. 5 to the Company’s Registration Statement on Form S-1 provides in pertinent part the following:

Securities and Exchange Commission

Attn: John Reynolds

March 2 2006

Page 5

     A. Prior to the consummation of a Business Combination, the Corporation shall
submit such Business Combination to its stockholders for approval regardless of
whether the Business Combination is of a type which normally would require such
stockholder approval under the MGCL. In the event that a majority of the IPO Shares
(as defined below) cast at the meeting to approve the Business Combination are voted
for the approval of such Business Combination, the Corporation shall be authorized to
consummate the Business Combination; provided, that the Corporation shall not
consummate a Business Combination if holders representing 20% or more in interest of
the IPO Shares exercise their conversion rights described in paragraph B below.

     B. Any stockholder of the Corporation holding shares of Common Stock
issued by the Corporation in the IPO (such shares so issued in connection with the
IPO, the “IPO Shares”) of securities who voted against the Business Combination may,
contemporaneous with such vote, demand that the Corporation convert his or her IPO
Shares into cash. If so demanded, in the event that a Business Combination is
approved in accordance with paragraph A above and is consummated by the Corporation,
the Corporation shall convert such shares at a per share conversion price equal to
the quotient determined by dividing (i) the amount in the Trust Fund (as defined
below), inclusive of any interest thereon, calculated as of two business days prior
to the proposed consummation of the Business Combination, by (ii) the total number of
IPO Shares. “Trust Fund” means the trust account established by the Corporation in
connection with the consummation of its IPO and into which a certain amount of the
net proceeds of the IPO are deposited.

     In addition to the above described changes, we have made the following changes:

     1. In addition to the above described changes, we have added disclosure on pages 50 and 51
requested by the American Stock Exchange relating to:

     A. The Company’s adoption of a code of conduct and ethics and establishment of an Audit
Committee;

     B. The Company’s intent that prior to establishing a nominating committee a majority of
independent directors shall select, or recommend to the full Board for selection, all
nominees to the Board; and

     C. The Company’s intent that prior to establishing a compensation committee a majority
of independent directors shall determine, or recommend to the full Board for determination,
the compensation of executive officers.

     2. We have added language on page 16 indicating that if a target company is affiliated with
Ferris, Baker Watts, Inc. or SG Americas Securities, LLC that may constitute a conflict of interest
leading the Board to request an opinion as to the fair market value of the target from an
independent investment banking firm.

Securities and Exchange Commission

Attn: John Reynolds

March 2 2006

Page 6

     3. We have provided on page 24 and elsewhere that in the event that the underwriters exercise
their over-allotment option, the amount of interest that the trust can withdraw from the trust
account for working capital purposes will be increased from $1,855,000 to $2,150,000.

     4. We have revised our disclosure of the value of common stock that may be converted to cash
in the summary financial data table on page 9 and elsewhere to exclude the portion of the
underwriters’ non-accountable expense allowance ($0.18 per share) that will be paid from the trust
to stockholders who exercise their conversion rights. We have retained disclosure that the $0.18
per share is in fact payable to the stockholders exercising their conversion rights.

     5. We have filed certain exhibits consistent with the changes described above.

     The Company appreciates the staff’s comments on Amendment No. 6 to the Registration Statement.
If you have any questions with respect to this letter, please contact the undersigned at (617)
946-4887 or Mike Blount at (312) 269-8962.

Very truly yours,

SEYFARTH SHAW LLP

Mark A. Katzoff

    cc:

    Tom Kluck

    Mike Karney

    Maureen Bauer

    Terence O’Brien

    Ram Mukunda

    John Cherin

    Michael Blount

    Stanley Jutkowitz

    Jay Kaplowitz

    Arthur Marcus

    Kristin Angelino