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CORRESP
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filename1.htm

    india-corresp6112008.htm

    India
Globalization Capital, Inc.

    P.O.
Box 60642

    Potomac,
Md. 20859-0642

    June 11,
2008

    VIA
EDGAR

    Jeffrey
Gordon

    Division
of Corporation Finance

    Securities
and Exchange Commission

    100 F.
Street, N.E., Stop 7010

    Washington,
DC 20549

              Re:

              SEC
      Letter dated May 14, 2008 in regards to India Globalization Capital, Inc.,
      Form 8-K Item 4.01 filed on May 8,
2008

    File
#1-32830

    Dear Mr.
Gordon,

    On May
22, 2008, we filed an amendment to the Current Report on Form 8-K/A (the
“Amended Form 8-K”) for India Globalization Capital, Inc. (the
“Company”).

    In
addition, we have set forth below the Company’s responses to the Staff’s
comments raised in your letter dated May 14, 2008 and received by the Company on
May 19, 2008 regarding our Form 8-K dated May 2, 2008.  For ease of
your review, the Company’s responses are set forth below the text of each
comment raised in your letter.

              1.

              Please
      amend your Item 4.01 Form 8-K to disclose, in accordance with Item
      304(a)(1)(ii) of Regulations S-B, whether the accountant’s reports on the
      financial statements for either of the past two years contained an adverse
      opinion or a disclaimer of opinion or was qualified or modified as to
      uncertainty, audit scope or accounting principles; and a description of
      the nature of each such adverse opinion, disclaimer of opinion,
      modification or qualification.  If the accountant did not issue a
      report during their engagement, you should disclose this within the Form
      8-K.

    In
response to Comment #1, the Amended Form 8-K discloses that our former auditor,
McGladrey and Pullen, LLP (“M&P”), did not issue a report during its
engagement with the Company.  Further, we took an opportunity to cross
reference to our Current Report on Form 8-K filed on January 30, 2008 with the
Securities and Exchange Commission, in which we announced the retention of
M&P and termination of our former accounting firm Goldstein Golub Kessler
LLP (“GGK”).

        2.
To
the extent that you make changes to the Form 8-K to comply with  our
comments, please obtain and file an updated Exhibit 16 letter from the former
accountants stating whether the accountant agrees with the statement made in
your revised Form 8-K.

    In
response to Comment #2, we obtained and filed an updated letter from M&P, as
Exhibit 16.1 to our aforementioned Form 8-K/A, which states that the firm agrees
with the statements contained in our Form 8-K/A.  In addition, for the
sake of clarity, we obtained and filed a letter from GGK as Exhibit 16.2 to our
Form 8-K/A, which states that the GGK agrees with the statements contained in
our Form 8-K/A that pertain to it.

              3.

              The
      audit firm Yoganandh and Ram is not recognized by the staff of the
      SEC.  Foreign auditors that wish to practice before SEC are expected
      to demonstrate their knowledge and experience in applying U.S. GAAP, PCAOB
      Standards, SEC financial reporting rules and SEC requirements prior to
      inclusion of their audit reports in SEC filings.  The demonstration
      of an auditor’s knowledge and experience in advance of filing generally
      applies to all financial statements presented in SEC filings, including
      financial statements provided pursuant to Rule 3-09 of Regulation
      S-X.  Please note that registration with the PCAOB does not supersede
      existing means by which a firm demonstrates its knowledge and
      experience in applying US GAAP, PCAOB Standards, SEC financial reporting
      rules and SEC independence
requirements.

    In
response to Comment #3, we have advised our new accountants, Yoganandh &
Ram, Chartered Accountants (“Y&R”), of Comment #3 and we have discussed this
matter with Mr. Kevin Stout, Staff Accountant in the Office of the Chief
Accountant.  Y&R intends to follow the SEC’s process promptly and
fully take all steps necessary to demonstrate its knowledge and experience in
applying U.S. GAAP, PCAOB Standards, SEC financial reporting rules and SEC
requirements.

    *****

    In
addition, we understand we are responsible for the accuracy and adequacy of the
disclosure in the filings reviewed by the staff and endeavor to be certain that
they have provided all information investors require.  Since we are in
possession of all facts relating to a company's disclosure, we are responsible
for the accuracy and adequacy of the disclosures we make.  We also
acknowledge the following:

              ·

              the
      Company is responsible for the adequacy and accuracy of the disclosure in
      their filings;

              ·

              Staff
      comments or changes to disclosure in response to staff comments do not
      foreclose the Commission from taking any action with respect to the
      filing; and

              ·

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

    In
addition, we have been advised that the Division of Enforcement has access to
all information we provide to the staff of the Division of Corporation Finance
in their review of our filing or in response to their comments on our
filing.

    If you
have any questions, please do not hesitate to contact me on
301/983-0998.

    Very
truly yours,

    /s/
Ram
Mukunda

    Ram
Mukunda

    President
and CEO