SecProbe.io

CORRESP
1
filename1.htm

    indiaglobal-corresp012810.htm

    January
28, 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.

              Post-effective
      Amendment 4 on Form S-3 to Registration Statement on Form
    S-1

    Filed December 29, 2009

    File No. 333-124942

    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 January 25,
2010 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.

    General

    Staff
Comment 1:  Post-effective amendment 3 on Form S-3 to the registration
statement on Form S-1 was declared effective on November 12, 2008 and included
audited financial statements for the fiscal year ended March 31,
2008.  Post-effective amendment 3 has been effective for more than
nine months and the audited financial statements in the amendment are older than
16 months without having been updated for purposes of Section 10(a)(3) of the
Securities Act.  Section 5(b) of the Securities Act, together with
Section 2(a)(10)(a) of the Securities Act, requires that a prospectus meeting
the requirements of Section 10(a)(3) be delivered before or at the same time
with a confirmation of sale of a security.  Tell us whether offers or
sales were made under post-effective amendment 3 without a valid Section
10(a)(3) prospectus.  Alternatively, if offers or sales were made
under post-effective amendment 3 without a valid Section 10(a)(3) prospectus,
provide disclosure of the Section 5 violation and the resultant consequences or
effects in a post-effective amendment 5 on Form S-3 to the registration
statement on Form S-1.

    1.           To
the Company’s knowledge, no offers or sales were made under post-effective
amendment 3 without a valid Section 10(a)(3) prospectus.

    Risk Factors, page
8

    Staff
Comment 2:  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.

    2.           Concurrent
with this letter, we have filed Post-Effective Amendment No. 5 to the
Registration Statement (the “Amendment”).  We have deleted these
statements in the Amendment.

    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:alb

    cc:           Ram
Makunda

    Mark A. Katzoff, Esq.