SecProbe.io

CORRESP
1
filename1.htm

    indiaglobal-corresp010710.htm

    January
8, 2010

    VIA
EDGAR

    Edward M.
Kelly, Esq.

    Senior
Counsel

    United
States Securities and Exchange Commission

    Division
of Corporation Finance

    Mail Stop
3561

    100 F
Street NE

    Washington,
DC  20549

    Re:          India
Globalization Capital, Inc.

    Registration Statement on Form
S-3

    Filed December 7, 2009

    File No. 333-163548

    Dear Mr.
Kelly:

    This
letter responds to certain comments of the Staff (the “Staff”) of the Securities
and Exchange Commission (the “Commission”) contained in the letter from the
Staff to India Globalization Capital, Inc. (the “Company”) dated December 30,
2009 with respect to the above-referenced filing.

    For your
convenience, we have included each of the Staff’s comments in italics before
each of the Company’s responses.  References in this letter to “we,”
“our” or “us” mean the Company or its advisors, as the context may
require.

    Risk Factors, page
4

    Staff Comment 1:  We
note the statements “Such risks and uncertainties are not the only ones we face.
Additional risks and uncertainties not presently known to us or that we
currently deem immaterial may also impair our business operations.” Since India
Globalization Capital, Inc. is required to disclose all risk factors that it
believes are material at this time, please delete the statements.

    1.           Concurrently
with this letter we are filing Amendment No. 1 to Form S-3 (the “Amended
S-3”).  We have deleted the above-referenced statements from the
discussion under “Risk Factors” on page 4 of the Amended S-3.

    Selling Stockholders, page
5

    Staff Comment 2:  We
note the cross reference to “Certain Relationships and Related Transactions” in
the first paragraph. We are unable to locate that section in the registration
statement. Please revise.

    2.           We
have deleted the cross reference to “Certain Relationships and Related
Transactions” from the discussion under “Selling Stockholders” on page 5 of the
Amended S-3.

    Staff Comment 3: Explain
briefly how each selling stockholder received the securities being registered
for resale.

    3.           We
have added disclosure on page 5 of the Amended S-3 describing how the selling
stockholders acquired the securities being registered for resale.

    Staff Comment 4: For a
beneficial owner that is a legal entity, identify by footnote or otherwise the
natural person or persons having sole or shared voting and investment control
over the securities held by the beneficial owner.  See Interpretation
140.02 in the Regulation S-K section of our “Compliance & Disclosure
Interpretations” that is available on the Commission’s website at http:// www.sec.gov.

    4.           We
have added disclosure on page 5 of the Amended S-3 identifying by footnote the
natural person or persons having sole or shared voting and investment control
over the securities held by the selling beneficial owner which is a legal
entity.

    Staff Comment 5: If a selling
stockholder is a broker-dealer or an affiliate of a broker-dealer, tell us
whether the selling stockholder acquired its securities as compensation for
underwriting activities. Unless a broker-dealer acquired the securities as
compensation for underwriting activities, India Globalization Capital, Inc. must
identify the broker-dealer as an underwriter in the prospectus. Language such as
“may be deemed to be” an underwriter is unacceptable if the selling stockholder
is a broker-dealer.

    5.           As
indicated in the revised disclosure on page 5 of the Amended S-3, the remaining
selling stockholder in the Amended S-3 is neither a broker-dealer nor an
affiliate of a broker-dealer.

    Staff Comment 6:  If
a selling stockholder is a broker-dealer’s affiliate, include disclosure that
this broker- dealer’s affiliate:

              •

              Purchased
      in the ordinary course of business the securities to be
    sold,

              •

              Had
      no agreements or understandings, directly or indirectly, with any person
      to distribute the securities at the time of their
  purchase.

    If
India Globalization Capital, Inc. is unable to make the representations noted
above in the prospectus, India Globalization Capital, Inc. must state in the
prospectus that the selling stockholder is an underwriter. Language such as “may
be deemed to be” an underwriter is unacceptable if the selling stockholder is an
affiliate of an underwriter that cannot make these representations.

    6.           As
indicated in the revised disclosure on page 5 of the Amended S-3, the remaining
selling stockholder in the Amended S-3 is not an affiliate of a
broker-dealer.

    Staff Comment
7:  State any position, office, or other material relationship
which each selling stockholder has had within the past three years with India
Globalization Capital, Inc. or any of its predecessors or affiliates. See Item 507 of
Regulation S-K.

    7.           We
have added disclosure on page 5 of the Amended S-3 describing the material
relationships that the remaining selling stockholder has had with the Company
within the past three years.

    Incorporation of Certain
Information by Reference, page 7

    Staff Comment
8:  Include India Globalization Capital, Inc.’s Commission file
number for filings made under the Exchange Act.

    8.           We
have added disclosure on page 7 of the Amended S-3 providing the Company’s
Commission file number for filings made under the Exchange Act.

    Staff Comment
9:  Please revise to disclose that you will provide this
information upon oral as well as written request. Please also note that if you
send any of the information that is incorporated by reference in the prospectus
to security holders, you also must send any exhibits that are specifically
incorporated by reference in that information.  Please refer to Item
12(c)(1)(ii) and (iv) and the Note to Item 12(c)(1) of Form S-3.

    9.           We
have revised the disclosure on page 7 of the Amended S-3 to indicate that the
Company will provide information upon oral request and will send any exhibits
that are specifically incorporated by reference in information incorporated by
reference in the prospectus.

    Undertakings, page
14

    Staff Comment
10:  Revise paragraph (a)(4) to include the undertaking
required by Item 512(a)(5)(i) of Regulation S-K in its entirety, as
applicable.

    10.           We
have revised paragraph (a)(4) on page 14 of the Amended S-3 to include the
undertaking required by Item 512(a)(5)(i) of Regulation S-K.

    Staff Comment
11:  The undertakings under paragraphs (b), and (e) appear
inapplicable to this offering. Please revise or advise.

    11.           We
have deleted the undertakings under paragraphs (b) and (e) of the initial
above-referenced filing.

    Signatures, page
16

    Staff Comment
12:  Please revise the first paragraph to remove the reference
to a “Post-Effective Amendment No. 4 on Form S-3 to Form S-1 .”

    12.           We
have revised the language on the signature page of the Amended S-3 to refer to
“this registration statement”.

    Exhibit
5.1

    Staff Comment
13:  Counsel must consent also to being named in the
registration statement.  See Rule 436 of
Regulation C under the Securities Act, and revise.

    13.           We
have filed an amended Exhibit 5.1 to the Amended S-3 providing counsel’s consent
to being named in the registration statement.

    The
Company appreciates the Staff’s comments with respect to the Registration
Statement and would like to provide any assistance necessary for the Staff to
expedite the review process.  Comments or questions regarding this
letter may be directed to the undersigned at (202) 828-3568 or by fax to (202)
641-9268 or to Mark Katzoff of our office at (617) 946-4887 or by fax to (617)
790-5356.

    Very
truly yours,

    SEYFARTH
SHAW LLP

    /s/
Stanley S. Jutkowitz

    Stanley
S. Jutkowitz

    MAK:mto

    cc:           Ram
Makunda

    Mark A. Katzoff, Esq.