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55 East Monroe Street

Suite 4200

Chicago, Illinois 60603

(312) 346-8000

Fax (312) 269-8869

www.seyfarth.com

Facsimile Transmission

Date: February 27, 2006

RECIPIENT            COMPANY            PHONE NO. FAX NO.
Tom Kluck Securities and Exchange 202-772-9206

Commission

FROM: Michael E. Blount
PHONE: (312) 269-8962
RE: India Globalization Capital, Inc. REPLY FAX NO.: (312) 269-8869
File No:___Number of Pages, Including Cover:___14___

Hard copy to follow            I—I Hard copy will not follow

<bbx> Per your request <bb> Please review and
revise if necessary

<BB> Please telephone me

MESSAGE:

Tom,

As we discussed, attached is a copy of the draft response letter as well as the proposed changes to
the prospectus for India Globalization Capital, Inc.

Mike Blount

THE INFORMATION CONTAINED IN THIS FACSIMILE IS CONFIDENTIAL AND MAY ALSO CONTAIN PRIVILEGED
ATTORNEY-CLIENT INFORMATION OR WORK PRODUCT. THE INFORMATION IS INTENDED ONLY FOR THE USE OF THE
INDIVIDUAL OR ENTITY TO WHOM IT IS ADDRESSED. IF YOU ARE NOT THE INTENDED RECIPIENT OR THE EMPLOYEE
OR AGENT RESPONSIBLE TO DELIVER IT TO THE INTENDED RECIPIENT, YOU ARE HEREBY NOTIFIED THAT ANY USE,
DISSEMINATION, DISTRIBUTION OR COPYING OF THIS COMMUNICATION IS STRICTLY PROHIBITED, IF YOU HAVE
RECEIVED THE FACSIMILE IN ERROR, PLEASE IMMEDIATELY NOTIFY US BY TELEPHONE, AND RETURN THE ORIGINAL
MESSAGE TO US AT THE ADDRESS ABOVE VIA THE U.S. POSTAL SERVICE. THANK YOU.

ANY TAX INFORMATION OR WRITTEN TAX ADVICE CONTAINED HEREIN (INCLUDING ANY ATTACHMENTS) IS NOT
INTENDED TO BE AND CANNOT BE USED BY ANY TAXPAYER FOR THE PURPOSE OF AVOIDING TAX PENALTIES THAT
MAY BE IMPOSED ON THE TAXPAYER. (THE FOREGOING LEGEND HAS BEEN AFFIXED PURSUANT TO U.S. TREASURY
REGULATIONS GOVERNING TAX PRACTICE.)

IF YOU DO NOT RECEIVE ALL THE PAGES, PLEASE PHONE (312) 346-8000 AS SOON AS POSSIBLE.

February 28, 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-l

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”). 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.

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 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.

2. We have revised the prospectus 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 overallotment 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)(l) 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)(l) [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 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 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 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 to indicate that
the loan proceeds are being deposited into the trust account rather than being used for working
capital purposes.

Principal Stockholders, page S3

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.

8. In addition to the above described changes, we have added disclosure requested by the
American Stock Exchange relating to the Company’s adoption of a code of conduct and ethics and
establishment of an Audit Committee, as well as 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.

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

The Company appreciates the staffs comments on Amendment No. 6 to the Registration Statement. If
you have any questions with respect to this letter, please contact the undersigned at (312)
269-8962.

Very truly yours,
Seyfarth Shaw LLP
/s/Michael E. Blount
Michael E. Blount

MEB:tbm

cc: ToraKluck

Mike Karney
Maureen Bauer
Terence O’Brien
Ram Mukunda
John Cherin
Stanley Jutkowitz
Jay Kaplowitz
Arthur Marcus

Kristin Angelino

RIDER 10-1

We may be able to extend the time frame for consummating a business combination thus
extending the timing of a potential liquidation, or reduce the percentage of stockholders electing
their conversion rights, either or both of which would prevent us from consummating a business
combination.

Our Articles of Incorporation contain provisions requiring us to liquidate if we do not consummate
a business combination with one or more operating businesses with its or their primary operations
in India having collectively, a fair market value of at least 80% of our net assets at the time of
such acquisition within the required time frame and provisions that we will only consummate a
business combination if fewer than 20% of the public stockholders exercise their conversion rights.
The Articles further provide that these provisions cannot be amended until the consummation of a
business combination. As there is no express authority in Maryland statutes or case law that
permits an absolute prohibition against amendments of the Articles, the provisions purporting to
prohibit amendments may not be enforceable under Maryland law. However, we view the provisions
prohibiting amendments as an obligation running from us to our stockholders and do not intend to
seek to amend these provisions.

RIPER 48-1

Committee of the Board of Directors

Our Board of Directors has established an Audit Committee currently composed of two (2) independent
directors, which reports to the Board of Directors. Messrs. Krishna and Shenoy, each of whom is an
independent director under the American Stock Exchange’s listing standards, serve as members of our
Audit Committee. In addition, our Board of Directors has determined that Mr. Shenoy is an “audit
committee financial expert” as that term is defined under Item 401 of Regulation S-K of the
Securities Exchange Act of 1934, as amended. The Audit Committee is responsible for meeting with
our independent accountants regarding, among other issues, audits and adequacy of our accounting
and control systems. We intend to locate and appoint at least one additional independent director
to our audit committee within one year after the completion of the offering to increase the size of
the Audit Committee to three (3) members.

In addition, the Audit Committee will monitor compliance on a quarterly basis with the
terms of this offering. If any noncompliance is identified, then the Audit Committee is charged
with the responsibility to take immediately all action necessary to rectify such noncompliance or
otherwise cause compliance with the terms of this offering.

Financial Experts on Audit Committee

The audit committee will at all times be composed exclusively of “independent directors” who
are “financially literate” as defined under the American Stock Exchange listing standards. The
American Stock Exchange listing standards define “financially literate” as being able to read and
understand fundamental financial statements, including a company’s balance sheet, income statement
and cash flow statement.

In addition, we must certify to the American Stock Exchange that the committee has, and will
continue to have, at least one member who has past employment experience in finance or accounting,
requisite professional certification in accounting, or other comparable experience or background
that results in the individual’s financial sophistication. The board of directors has determined
that Mr. Shenoy satisfies the American Stock Exchange’s definition of financial sophistication and
also qualifies as an “audit committee financial expert,” as defined under rules and regulations of
the Securities and Exchange Commission.

Nomination to Board

Prior to the formation of a nominating committee, a majority of independent directors shall
select, or recommend to the full Board for selection, all nominees to the Board.

Code of conduct and ethics

We have adopted a code of conduct and ethics applicable to our directors, officers and
employees in accordance with applicable federal securities laws and the rules of the American
Stock Exchange.

RIDER 61-1

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 overallotment option has been exercised or has expired.

USE OF PROCEEDS

We estimate that the net proceeds of this offering will be set forth in the following table:

(1) Excludes the payment of $l 00 from Forrls, Baker Warts, inc, for its purchase
option, proceeds from the sale of units under the purchase option and proceeds
from the excersices

of any warrants.

(2) A portion of the offering expenses have been paid from the funds we received from
Mr. Mukunda as described below, These funds will be repaid out of the proceeds of
this

offering not being placed in trust upon consummation of this offering.

(3) Ferris, Baker Walts, Inc. has agreed to deposit the non-accountable expense
allowance (SO. 18 per Unit) into the trust account until the earlier of the
completion of a business combination or the liquidation of the trust account. They
have further agreed to Forfeit