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    indiacorresp010808.htm

    January
      9, 2008

    VIA
      EDGAR

    Securities
      and Exchange Commission

    100
      F
      Street, N.E.

    Washington,
      D.C. 20549

        Attn:   Pamela
      A. Long

        Assistant
      Director

        Division
      of Corporation Finance

        Re:
India
      Globalization Capital,
      Inc.

            Preliminary
      Proxy
      Statement on Schedule 14A

            File
      No.
      1-32830

    Dear
      Ms.
      Long:

    India
      Globalization Capital, Inc. (the "Company") has filed with the Commission an
      amended Preliminary Proxy Statement on Schedule 14A (the "Amended Proxy
      Statement").  For your convenience, we are providing you with three
      paper copies of the Amended Proxy Statement, marked to show the changes made
      from the initial Preliminary Proxy Statement which was filed with the Commission
      on November 23, 2007.  The changes reflected in the Amended Proxy
      Statement are intended to respond to the comments set forth in your letter
      dated
      December 20, 2007 (the "Comment Letter").  The changes made in
      response to the Comment Letter are discussed below.  The numbered
      paragraphs below correspond to the numbered comments in the Comment
      Letter.  Page references are to pages in the initial Preliminary Proxy
      Statement.

    General

    1.
      We have revised the Company's interim financial statements where
      appropriate.

    Table
      of Contents, page vi

    2.
      We have added brief descriptions of Annexes A through H to the Table of
      Contents.

    Summary,
      page 1

    3.
      We have moved the summary section forward so that it now begins on page 2 of
      the
      Proxy Statement

    4.
      We have added disclosure to the Summary under the heading "Satisfaction of
      the
      80% Test" on page 8 to better explain why the business combination involves
      more
      than a single acquisition.

    5.
      We have added an explanation of why the Company did not obtain a fairness
      opinion. Also, as noted in the response to Comment No. 18, we have provided
      disclosure of the details of the Board of Directors' valuation process,
      including the methodology used by the Board in determining the
      valuation.

    Selected
      Summary Historical Financial Information, page 19

    6.
      We have revised the Company's summary balance sheets to include balance sheet
      data as at September 30, 2007.

    Sricon
      Infrastructure Private Limited - Selected Summary Statement of Income Data,
      page
      20

    7.
      We have moved interest and other income from the revenue line to lines below
      operating income in the Company's statement of income.

    Risk
      Factors, page 22

    8.
      We have deleted the language regarding risks not currently known to
      us.

    Because
      the Indian judiciary will determine the scope and enforcement under Indian
      law
      of almost all of Sricon, TBL and IGC-Power's material agreements, we may be
      unable to enforce our rights inside and outside of India, page
      24

    9.
      We have revised the risk factor to make it consistent with the disclosure in
      other places of the Proxy Statement that there is doubt as to the enforceability
      of judgments of U.S. courts in Indian courts and doubts as to whether the Indian
      courts would enforce in original actions judgments against Sricon and TBL or
      their directors, officers and experts.

    If
      we are unable to provide interim financing to Sricon and TBL, they may have
      difficulty meeting their projected revenue targets, page 26

    10.
      We have added disclosure quantifying the Company's interim financial
      expectations with respect to Sricon and TBL.

    Changes
      in the conversion rate between the U.S. dollar and Indian rupee may adversely
      affect our purchase price, page 26

    11.
      We have set forth on page 1 of the Proxy Statement the exchange rate between
      the
      U.S. dollar and the Indian rupee as of March 31, 2002, 2003, 2004, 2005, 2006
      and 2007. In addition, we have added language to the risk factor with respect
      to
      the range of conversion rates over the past 15 months.

    If
      we are unable to raise additional funds, we may not be able to pay the full
      purchase price to CWEL, page 26

    12.
      We have deleted the CWEL risk factor as the CWEL transaction will not be
      included as part of the transactions to be voted on by the Company's
      stockholders.

    Sricon,
      page 34

    13.
      Where appropriate, we have added explanations of the abbreviations and acronyms
      used in the Amended Proxy Statement.

    14.
      We have added additional language to explain the role of the various parties
      in
      negotiating, drafting and conducting due diligence in connection with the Sricon
      transaction. In addition, we have added disclosure to the due diligence and
      valuation section explaining the role of each of the participants in the due
      diligence and valuation process.

    Our
      Reasons for the Acquisition and Recommendation of Our Board, page
      36

    15.
      We have expanded on the bullet point factors presentation to better explain
      how
      the factors impacted on the Board of Directors' decision to approve and
      recommend the business combinations.

    Past
      Financial Performance, page 43

    16.
      We have deleted references to EBITDA.

    Sricon
      Share Subscription Cum Purchase Agreement, page 54; Share Subscription
      Agreement, page 59; Odeon Share Purchase Agreement, page 64; Contract Agreement
      Dated April 29, 2007 Between IGC, CWEL, AMTL and MAIL, page
      65

    17.
      We confirm that the Company understands that it is responsible for assuring
      that
      its disclosures are not misleading. The Company has considered the disclosures
      relating to representations and warranties, and has determined that no further
      disclosure is required.

    Conditions
      of Completion of the Sricon Acquisition, page 57

    18.
      The Company has added a detailed explanation of its Board of Directors'
      valuation, and the methodology used in determining its valuation, of the Sricon
      and TBL acquisitions. As a result of the Board's determination, the combined
      Sricon and TBL valuations are in excess of the 80% threshold amount.
      Consequently, the CWEL transaction need not be included in the 80% threshold
      valuation determination. Consequently, we have revised the disclosure to make
      it
      clear that the proposed business combinations that are subject to the 80%
      threshold and will be voted on by the stockholders are Sricon and TBL and not
      CWEL. The discussion of the CWEL transaction has been moved to page 67 under
      the
      caption "Additional Investment Activity." Because the CWEL transaction is deemed
      by the Company to be "probable" we have kept it in the pro forma financial
      statements.

    Employment
      Agreements, page 68 and Executive Compensation, page 112

    19.
      We confirm the Company's intent to file the employment agreements with the
      Commission as required by Item 601(b)(10) of Regulation S-B.

    Selected
      Historical Financial Information of India Globalization Capital (IGC), page
      73

    20.
      We have revised the Selected Historical Financial Information to indicate that
      the Company had no revenues for the periods presented and have re-labeled the
      amounts as interest income.

    Critical
      Accounting Policies, page 77

    21.
      We have expanded the discussion of the Company's critical accounting
      policies.

    22.
      We have expanded the discussion of the assumptions underlying the valuation
      of
      the warrants.

    Selected
      Historical Financial Information of Techni Bharathi Limited (TBL), page
      89

    23.
      We have revised the selected financial information to show interest income
      under
      Operating Income and made conforming changes to be consistent with the Company's
      audited statements of operations.

    Results
      of Operations, page 94

    24.
      We have revised the MD&A discussion to separately discuss Revenues and Other
      Income and to quantify the one time gain from the settlement with TBL's
      lenders.

    Expenses,
      page 95

    25.
      We have changed the "increase" to "decrease."

    Unaudited
      Pro Forma Condensed Financial Statement, page 96

    General

    26.
      The share subscription agreement relating to the purchase of 57% of the
      outstanding shares of MBL has expired. Consequently, that transaction is no
      longer deemed "probable" by the Company, and the discussion of that transaction
      has been amended to indicate that the Company no longer intends to proceed
      with
      the acquisition.

    Notes
      to the Unaudited Pro Forma Condensed Balance Sheet as of September 30, 2007,
      page 100

    Note
      (a), page 100

    27.
      The Company's intention is to show its investors the most likely yet
      conservative presentation of the pro forma statements. The Company intends
      to
      incorporate a company in India, IGC-Power, pursuant to appropriate name searches
      and pursuant to Indian law that mandates that Indian companies can sell power
      in
      India. IGC-Power would then acquire long-lived assets, rights to the use of
      long-lived assets, intellectual property, processes in the form of licenses,
      clearances, and procedures to produce and evacuate power. IGC-Power would also
      obtain the right to sell the power generated to either the government or to
      others. The Company believes that this is consistent with the guidance offered
      by EITF 98-3. The factors considered by the Company in determining that funding
      the construction of the wind energy farm represents the acquisition of business
      rather than asset acquisitions were:

                ·

                The
                  acquisition of a set of rights, specifically the right to produce
                  and
                  evacuate power, the right to develop and install wind turbines
                  and the
                  right to sell power to the government.  These rights include all
                  state governmental clearances, environmental clearances, clearances
                  from
                  the power authority for evacuation of the generated power among
                  others.

                ·

                The
                  acquisition of intellectual property, specifically, wind data collected
                  over several years specific to the site, showing that the site
                  is
                  financially viable for a wind energy farm and data showing that
                  the
                  electricity grid has the capacity to evacuate the power that is
                  generated.

                ·

                The
                  access to customers.  IGC-Power would gain immediate access to
                  pre sell carbon credits that the wind energy farm could potentially
                  generate over the next five to ten years.  It would also gain
                  access to customers that could potentially buy power.  The
                  agreement specifies that CWEL will deliver to the Company, as part
                  of the
                  entire package, a Power Purchase Agreement (PPA) with the state
                  government
                  giving the Company access to at least the government as a
                  customer.

    Finally
      the integrated set of activities that would be acquired would be
      self-sustaining, in that they would include everything that is necessary and
      sufficient to generate, evacuate and sell power.  As the Company would
      be purchasing a self-sustaining set of activities, or a business, goodwill
      is
      generated from the difference between the value of assets and the purchase
      price.  Further, consistent with Paragraph 9 of SFAS 141, as the
      Company would be obtaining assets that constitute a business it allocated
      goodwill to this purchase.  However, the above notwithstanding, with
      the current guidelines of EITF 98-3 and SFAS 141, as the processes and assets
      being purchased will not be operational on the date of purchase, we have changed
      the Pro Forma presentation to treat the acquisition as an asset purchase rather
      than a business purchase.  As such, $696,712 recorded as goodwill has
      been added to the assets being purchased and no goodwill has been recorded
      for
      the CWEL transaction.

    Unaudited
      Pro Forma Condensed Statement of Operations for the Six Months Ended September
      30, 2007, page 102

    28.
      We have disclosed the weighted average common shares outstanding for both the
      six months ended September 30, 2007, as well as for the year ended March 31,
      2007. In addition, we have added footnotes explaining these share
      amounts.

    Compensation
      for Executive Officers of Sricon, page 113

    29.
      We have changed the word "Sricon" in the second caption to "TBL."

    Where
      You Can Find Additional Information, page 119

    30.
      We have revised the language to remove the implication that the Company is
      not
      responsible for the information contained in the Amended Proxy
      Statement.

    IGC
      Unaudited Condensed Financial Statements

    General

    31.
      Following the acquisitions of Sricon and TBL, the Company intends to consider
      both entities as predecessor companies and will provide historical financial
      information for both.

    Condensed
      Statement of Stockholders' Equity, page F-4

    32.
      We have revised the "Condensed Statement of Stockholders' Equity" to include
      the
      date, number and type of equity securities issued, per share dollar amounts
      assigned to the consideration received, and the nature of the consideration
      received. We have revised the financial statements where
      applicable.

    Unaudited
      Condensed Statement of Cash Flows, page F-5

    33.
      The interest income earned on the investments held in trust, which is included
      in the net income line of the cash flow, has been removed as it relates to
      the
      restricted amounts in the trust account and those amounts are not deemed an
      operating cash flow to the Company. The Company would otherwise be shown to
      have
      significant cash provided by operating activities. The interest income earned
      on
      the trust increases the trust account and thus restricted trust amouints are
      included in investing activities and the related earnings are included therein
      as well.

    Note
      G - Commitments and Contingency, page F-9

    34.
      We have added disclosure to "Note G - Commitments and Contingency" on page
      F-9
      to explain that the accounting treatment is to include all shares issued to
      founders in the total share count in the Company's basis and diluted
      calculations. The piggy back registration rights applicable to shares of the
      founders have no cash penalty under the registration rights
      agreement.

    IGC
      Financial Statements - March 31, 2007

    Report
      of Independent Registered Public Accounting Firm, page F-13

    35.
      The Company has a signed auditor's report and we have so indicated in the
      Amended Proxy Statement.

    Note