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CORRESP
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filename1.htm

    indiaglobal-corresp030810.htm

                (202)
      828-3568

                Writer’s
      e-mail

                sjutkowitz@seyfarth.com

      Writer’s direct fax

                (202)
      641-9268

              975
      F Street, N.W.

              Washington,
      DC 20004

              (202)
      463-2400

              fax
      (202) 828-5393

              www.seyfarth.com

    March 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-1

    Filed December 18, 2009

    File No. 333-163867

    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 11,
2010 with respect to the above-referenced filing.  Concurrently with
the filing of this response letter we are filing amendment no. 1 to the above
referenced filing (“Amendment No. 1”)

    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.

    About this
Prospectus

    Staff Comment
1:  You indicate that the securities being registered are to be
offered utilizing a shelf registration process.  Tell us the
subsection of Rule 415(a) that India Globalization Capital, Inc. is relying upon
for offering the securities being registered.  We may have further
comments upon reading your response.

            Edward
      M. Kelly, Esq.

              March
      8, 2010

              Page
      2

    1.           We
have revised the language in this section in Amendment No. 1 to remove the
reference to a shelf registration.

    Prospectus’ Outside Front
Cover Page

    Staff Comment
2:  Please provide all of the information required by Item 501
of Regulation S-K.  In addition, we note that disclosure under
“Determination of Offering Price” on page 12 is inconsistent with disclosure in
the fourth paragraph under “Underwriting” on page 12.  Please
reconcile the disclosures.

    2.           We
have revised the disclosure on the outside front cover page to provide the
information required by Item 501 of Regulation S-K, subject to the determination
of the pricing of the offering and the underwriter’s discount.  We
have deleted the section called “Determination of Offering Price” from page 12
of Amendment No. 1.

    Table of
Contents

    Staff Comment 3: We note the
disclaimer “cannot assure you of its accuracy or completeness” in the second
paragraph below the table of contents.  Since India Globalization
Capital, Inc. is responsible for the accuracy of the information contained in
the filing, India Globalization Capital, Inc. may not disclaim responsibility
for the information contained in the filing.  Please
revise.

    3.           We
have deleted the sentence in the table of contents in Amendment No. 1
disclaiming responsibility for the accuracy of the information.

    Forward-Looking Statements,
page 11

    Staff Comment 4: Remove the
word “will” from the list of terminology identifying forward looking statements
in this section’s first paragraph.  Note that the word “will” does not
constitute forward looking terminology because it provides assurances of future
performance.

    4.           We
have removed the word “will” from the list of terminology identifying forward
looking statements in this section’s first paragraph on page 11 of Amendment No.
1.

    Use of Proceeds, page
12

    Staff Comment 5: Please
disclose all of the information required by Item 504 of Regulation S-K,
including, without limitation, information about the discharge of
indebtedness.

    5.           We
have revised the “Use of Proceeds” section on page 12 of Amendment No. 1 to
provide additional information required by Item 504 with respect to respect to
the notes described therein.  We will further revise this section by
pre-effective amendment as warranted to the extent that the Company decides to
use the proceeds in a manner requiring further disclosure pursuant to Item 504
of Regulation S-K.

              Edward
      M. Kelly, Esq.

                March
      8, 2010

                Page
      3

    Underwriting, page
12

    Staff Comment
6:  Please disclose all of the information required by Item 508
of Regulation S-K, include, without limitation, the name of the underwriter
and its compensation.

    6.           The
Company has not yet engaged an underwriter.  After the Company has
done so, it will revise the “Underwriting” section by pre-effective amendment to
include the information required by Item 508.

    Undertakings, page
II-11

    Staff Comment
7:  The undertaking under paragraph (b) is inapplicable to this
offering since India Globalization Capital, Inc. is ineligible to use
incorporation by reference.  See General
Instruction VII of Form  S-1, and revise.

    7.           We
have deleted the undertaking that was set forth paragraph (b) of the
above-referenced filing.

    Exhibit
Index

    Staff Comment
8:  Please indicate by footnote or otherwise any exhibit to be
filed by amendment to the registration statement.  For example, refer
to exhibits 5.1, 23.2 and 24.  Please also file the legal opinion as
an exhibit to this registration statement before its effectiveness and allow us
sufficient time to review the legal opinion before requesting acceleration of
the registration statement’s effectiveness.

    8.           We
have indicated on the exhibit index the exhibits to be filed by amendment. We
will file the legal opinion prior to effectiveness of the registration
statement.

    Exhibits

    Staff Comment
9:  Please file the underwriting agreement as an exhibit to the
registration statement.  See Item 601(b)(1) of
Regulation S-K.

    9.           We
have added the underwriting agreement to the exhibit index and have indicated
that it will be filed by amendment.  As noted above, the Company has
not yet entered into an underwriting agreement.

    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.

                Edward
      M. Kelly, Esq.

                  March
      8, 2010

                  Page
      4

    Very
truly yours,

    SEYFARTH
SHAW LLP

    /s/
Stanley S. Jutkowitz

    Stanley
S. Jutkowitz

    MAK:mto

    cc:           Ram
Makunda

    Mark A. Katzoff, Esq.