SecProbe.io

CORRESP
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    india-corresp252009.htm

              India
      Globalization Capital

              4336
      Montgomery Avenue, Bethesda, Maryland 20814

              Phone:
      301-983-0998   Fax: 240-465-0273

              IGC.U/IGC-U
      (AMEX)

      February
5, 2009

      VIA
EDGAR

      Jeffrey
Gordon

      Division
of Corporation Finance

      Securities
and Exchange Commission

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

      Washington,
DC 20549

                Re:

                SEC
      Letters dated January 6, 2009 and December 17, 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,

      This letter supplements our letter to
Mr. Rufus Decker, dated January 20, 2009, and follows our subsequent telephone
conference call with members of the Staff on January 22, 2009.  During
that conference call, the Staff requested that India Globalization Capital, Inc.
(the “Company”) expand upon the description of the efforts that it and its
auditors, Yoganandh and Ram (“Y&R”), have taken to comply with the SEC’s
process for foreign auditors to demonstrate their knowledge and experience in
applying U.S. GAAP, PCAOB Standards, SEC financial reporting and SEC
independence requirements, and to indicate what the approximate time frame would
be for completing the process.

      As you know, we received the Staff’s
first comment letter on May 17, 2008, which was issued in response to our Form
8-K filed on May 8, 2008, wherein we announced a change in our auditors to
Y&R. Following receipt of the Staff’s May 17, 2008 letter, we and
representatives of Y&R engaged in a series of telephone conversations with
Kevin Stout of the SEC’s Office of the Chief Accountant to understand the
process for demonstrating Y&R’s knowledge and experience.

      Following those conversations, the
Company and Y&R began the search for a qualified U.S. accounting firm or
another international firm that regularly practices before the SEC and has
extensive knowledge of the requirements of U.S. GAAP, PCAOB Standards, SEC
financial reporting and auditor independence regulations to serve as a
consultant to Y&R and to render the required report to the
Staff.  During the period June 2008 to August 2008, the Company spoke
with several national firms about serving as a consultant. None of such firms
were interested in the engagement as a consultant.

      In May 2008, the Company spoke with the
principals of KNAV P.A., a Georgia based accounting firm comprised in part of
former national firm audit partners that have extensive knowledge of the
requirements of U.S. GAAP, PCAOB Standards, SEC financial reporting and auditor
independence regulations. Following the Company’s initial conversations with
KNAV, representatives of KNAV spoke with Mr. Stout regarding the scope of the
review that they would be required to undertake and the extent of their
credentials. At that time, KNAV was not registered with the PCAOB, but Mr. Stout
suggested that they would require PCAOB registration.  Accordingly,
KNAV subsequently applied for registration with the PCAOB and began a
preliminary review of Y&R and the Company’s filings. Following KNAV’s
application for registration with the PCAOB, the Company and KNAV entered into
an engagement letter, dated September 9, 2008.

      KNAV
became registered with the PCAOB in October, 2008. After registration was
granted, KNAV began the work in earnest, including review of work papers and two
on-site visits to Y&R’s offices in India.

      While
there was some delay during the holidays, a further visit to India is planned
for or around February 12, 2009.  Based on recent conversations with
KNAV, we believe that KNAV’s written report regarding Y&R’s qualifications
will be completed by the end of February or early March.  We
understand that KNAV’s review must be completed and accepted by the Staff prior
to the Company’s filing of its audited financial statements for the fiscal year
ending March 30, 2009.

      We hope
the foregoing clarifies the Company’s and Y&R’s efforts to comply with the
SEC’s process for accepting the audit reports of foreign auditors in SEC
filings. If you have any questions, please do not hesitate to contact me on
301/983-0998.

      Very
truly yours,

      Ram
Mukunda

      President
and CEO