SecProbe.io

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 July 24, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549

 Attention: Chris Edwards, Esq.

 Division of Corporation Finance

 Re: IGC Pharma, Inc.
 Registration Statement on Form S-3 (No. 333-288785)

 Ladies and Gentlemen:

 On behalf of IGC Pharma, Inc. (the "Company"),
we enclose the Company's request for acceleration of the above-referenced Registration Statement to 4:00 p.m., Eastern time, on
Monday, July 28, 2025, or as soon as possible thereafter.

 Please advise the undersigned of the effectiveness
of the Registration Statement.

 Very truly yours,

 /s/ Kenneth Schlesinger

 Kenneth Schlesinger

 cc: Mr. Ram Mukunda
Ms. Claudia Grimaldi

 IGC Pharma, Inc.
10224 Falls Road
Potomac, MD 20854

 July 24, 2025

 U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549

 Attention: Tim Buchmiller, Esq.

 Division of Corporation Finance

 Re: IGC Pharma, Inc.
 Registration Statement on Form S-3 (No. 333-288785)

 Ladies and Gentlemen:

 IGC Pharma, Inc. hereby requests that the effectiveness
of the above-referenced Registration Statement be accelerated so that it will become effective at 4:00 p.m., Eastern time, on Monday,
July 28, 2025, or as soon as possible thereafter.

 Very truly yours,

 IGC PHARMA, INC.

 By:
 /s/ Ram Mukunda

 Ram Mukunda

 Chief Executive Officer and President

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 July 23, 2025

Ram Mukunda
President and Chief Executive Officer
IGC Pharma, Inc.
10224 Falls Road
Potomac, Maryland 20854

 Re: IGC Pharma, Inc.
 Registration Statement on Form S-3
 Filed July 18, 2025
 File No. 333-288785
Dear Ram Mukunda:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Chris Edwards at 202-551-6761 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Life
Sciences
cc: John A. Corrado, Esq.
</TEXT>
</DOCUMENT>

August 7, 2024
Loo See Yuen
Director
Bradbury Strategic Investment Fund A
The Center, Unit 5106-7 51st Floor
99 Queen's Road Central
Central, Hong Kong
Re:Bradbury Strategic Investment Fund A
IGC Pharma, Inc.
Schedule 13D Filed by Bradbury Strategic Investment Fund A
Filed May 21, 2024
File No. 005-81669
Dear Loo See Yuen:
            We have reviewed the above-captioned filing and have the following comments.
            Please respond to this letter by amending the filing or by providing the requested
information. If you do not believe our comments apply to your facts and circumstances or that an
amendment is appropriate, please advise us why in a response letter.
            After reviewing any amendment to the filing and any information provided in response to
these comments, we may have additional comments. All defined terms used herein have the same
meaning as in your filing, unless otherwise indicated.
Schedule 13D Filed May 21, 2024
General
1.We note the date of the event reported as requiring the filing of the Schedule 13D was
March 22, 2024. Rule 13d-1(a) of Regulation 13D-G requires the filing of a Schedule 13D
within five business days after the date beneficial ownership of more than five percent of
a class of equity securities specified in Rule 13d-1(i)(1) was acquired. Based on the
March 22, 2024 event date, the Schedule 13D submitted on May 21, 2024 was not timely
filed. Please advise us why the Schedule 13D was not filed within the required five
business days after the date of the acquisition.
We note that the cover page of this Schedule 13D indicates that personal funds were used
to make the purchase of equity securities that precipitated the filing of this Schedule 13D,
whereas the disclosure offered in response to Item 3 of Schedule 13D indicates that 2.

August 7, 2024
Page 2
working capital was used instead. If personal funds were used, please advise us, with a
view toward revised disclosure, why a natural person was not identified as a beneficial
owner on a cover page within this filing or a filing made independent of this one. Refer to
Rule 13d-3(a) of Regulation 13D-G, which rule provision makes clear that a beneficial
owner includes any person who, directly or indirectly, through any contract, arrangement,
understanding, relationship, or otherwise has or shares voting or investment power over a
class of equity security specified in Rule 13d-1(i)(1). To the extent that changes are made
to reflect joint beneficial ownership over the securities for which beneficial ownership has
been reported in this filing, please be advised that additional changes would need to be
made to reflect that Bradbury Strategic Investment Fund A is not the sole beneficial
owner of the Shares reflected in this Schedule 13D.
Item 2, page 3
3.Please amend this section to provide the information specified in Item 2 of Schedule 13D
for each person specified in Instruction C within the "Special Instructions for Complying
With Schedule 13D" at Rule 13d-101 of Regulation 13D-G.
Item 5, page 4
4.We note the disclosure offered in response to Item 5 that the 75,365,061 Shares
outstanding as of April 18, 2024 used to calculate the reported beneficial ownership
percentage was based on the Issuer's Registration Statement on Form S-3 filed on April 4,
2018. It does not appear that the Issuer filed a Registration Statement on Form S-3 on that
date, but that you instead meant to refer to the Form S-3 filed on April 18, 2024. Please
revise or advise.
Item 6, page 4
5.We note the Share Purchase Agreements included as exhibits to this Schedule 13D have
simply been referenced in the disclosure offered in response to Item 6 of Schedule 13D.
As required by Item 6, please revise this section to provide a description of these Share
Purchase Agreements.
            We remind you that the filing person is responsible for the accuracy and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please direct any questions to Shane Callaghan at 202-551-6977 or Nicholas Panos at
202-551-3266.
Sincerely,
Division of Corporation Finance
Office of Mergers & Acquisitions

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	igcpharma20240430_corresp.htm

April 30, 2024

VIA EMAIL AND EDGAR

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention:         Tim Buchmiller, Esq.

                         Division of Corporation Finance

Re:         IGC Pharma, Inc.

Registration Statement on Form S-3 (No. 333-278775)

Ladies and Gentlemen:

On behalf of IGC Pharma, Inc. (the “Company”), we enclose the Company’s request for acceleration of the above-referenced Registration Statement to 4:00 p.m., Eastern time, on Thursday, May 2, 2024, or as soon as possible thereafter.

Please advise the undersigned of the effectiveness of the Registration Statement.

			Very truly yours,

			/s/ Kenneth Schlesinger

			Kenneth Schlesinger

cc:          Mr. Ram Mukunda

Ms. Claudia Grimaldi

IGC Pharma, Inc.

10224 Falls Road

Potomac, MD 20854

April 30, 2024

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention:         Tim Buchmiller, Esq.

                         Division of Corporation Finance

Re:         IGC Pharma, Inc.

Registration Statement on Form S-3 (No. 333-278775)

Ladies and Gentlemen:

IGC Pharma, Inc. hereby requests that the effectiveness of the above-referenced Registration Statement be accelerated so that it will become effective at 4:00 p.m., Eastern time, on Thursday, May 2, 2024, or as soon as possible thereafter.

			Very truly yours,

			IGC PHARMA, INC.

			By:

			/s/ Ram Mukunda

			Ram Mukunda

			Chief Executive Officer and President

United States securities and exchange commission logo
April 19, 2024
Ram Mukunda
President and Chief Executive Officer
IGC Pharma, Inc.
10224 Falls Road
Potomac, Maryland 20854
Re:IGC Pharma, Inc.
Registration Statement on Form S-3
Filed April 18, 2024
File No. 333-278775
Dear Ram Mukunda:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Tim Buchmiller at 202-551-3635 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Spencer G. Feldman, Esq.

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	igcpharma20240104_corresp.htm

January 4, 2024

VIA EMAIL AND EDGAR

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention:         Jessica Dickerson, Esq.

                         Division of Corporation Finance

Re:         IGC Pharma, Inc.

Registration Statement on Form S-3 (No. 333-276330)

Ladies and Gentlemen:

On behalf of IGC Pharma, Inc. (the “Company”), we enclose the Company’s request for acceleration of the above-referenced Registration Statement to 4:00 p.m., Eastern time, on Monday, January 8, 2024, or as soon as possible thereafter.

Please advise the undersigned of the effectiveness of the Registration Statement.

			Very truly yours,

			/s/ Kenneth Schlesinger

			Kenneth Schlesinger

cc:          Mr. Ram Mukunda

Ms. Claudia Grimaldi

IGC Pharma, Inc.

10224 Falls Road

Potomac, MD 20854

January 4, 2024

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention:         Jessica Dickerson, Esq.

                         Division of Corporation Finance

Re:         IGC Pharma, Inc.

Registration Statement on Form S-3 (No. 333-276330)

Ladies and Gentlemen:

IGC Pharma, Inc. hereby requests that the effectiveness of the above-referenced Registration Statement be accelerated so that it will become effective at 4:00 p.m., Eastern time, on Monday, January 8, 2024, or as soon as possible thereafter.

			Very truly yours,

			IGC PHARMA, INC.

			By:

			/s/ Ram Mukunda

			Ram Mukunda

			Chief Executive Officer and President

United States securities and exchange commission logo
January 4, 2024
Ram Mukunda
President and Chief Executive Officer
IGC Pharma, Inc.
10224 Falls Road
Potomac, MD 20854
Re:IGC Pharma, Inc.
Registration Statement on Form S-3
Filed December 29, 2023
File No. 333-276330
Dear Ram Mukunda:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Jessica Dickerson at 202-551-8013 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Spencer G. Feldman, Esq.

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	igcpharma20231004_corresp.htm

October 4, 2023

VIA EMAIL AND EDGAR

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention:         Jason Drory, Esq.

                         Division of Corporation Finance

Re:         IGC Pharma, Inc.

Registration Statement on Form S-3 (No. 333-274802)

Ladies and Gentlemen:

On behalf of IGC Pharma, Inc. (the “Company”), we enclose the Company’s request for acceleration of the above-referenced Registration Statement to 4:00 p.m., Eastern time, on Thursday, October 5, 2023, or as soon as possible thereafter.

Please advise the undersigned of the effectiveness of the Registration Statement.

			Very truly yours,

			/s/ Kenneth Schlesinger

			Kenneth Schlesinger

cc:          Mr. Ram Mukunda

Ms. Claudia Grimaldi

IGC Pharma, Inc.

10224 Falls Road

Potomac, MD 20854

October 4, 2023

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention:         Jason Drory, Esq.

                         Division of Corporation Finance

Re:         IGC Pharma, Inc.

Registration Statement on Form S-3 (No. 333-274802)

Ladies and Gentlemen:

IGC Pharma, Inc. hereby requests that the effectiveness of the above-referenced Registration Statement be accelerated so that it will become effective at 4:00 p.m., Eastern time, on Thursday, October 5, 2023, or as soon as possible thereafter.

			Very truly yours,

			IGC PHARMA, INC.

			By:

			/s/ Ram Mukunda

			Ram Mukunda

			Chief Executive Officer and President

United States securities and exchange commission logo
October 3, 2023
Ram Mukunda
Chief Executive Officer
IGC Pharma, Inc.
10224 Falls Road
Potomac, MD 20854
Re:IGC Pharma, Inc.
Registration Statement on Form S-3
Filed September 29, 2023
File No. 333-274802
Dear Ram Mukunda:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Jason Drory at 202-551-8342 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Kenneth A. Schlesinger

United States securities and exchange commission logo
December 31, 2020
Ram Mukunda
President and Chief Executive Officer
India Globalization Capital, Inc.
10224 Falls Road
Potomac, Maryland 20854
Re:India Globalization Capital, Inc.
Registration Statement on Form S-3
Filed December 23, 2020
File No. 333-251654
Dear Mr. Mukunda:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Scott Anderegg at 202-551-3342 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

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	indiaglob20201231_corresp.htm

EMAIL: SFeldman@olshanlaw.com

DIRECT DIAL: 212.451.2234

December 31, 2020

VIA EMAIL AND EDGAR

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention:  Scott Anderegg, Esq.,

Division of Corporation Finance

			Re:

			India Globalization Capital, Inc.

			Registration Statement on Form S-3 (No. 333-251654)

Ladies and Gentlemen:

On behalf of India Globalization Capital, Inc. (the “Company”), we enclose the Company’s request for acceleration of the above-referenced Registration Statement to 4:00 p.m., Eastern time, on Monday, January 4, 2021, or as soon as possible thereafter.

Please advise the undersigned of the effectiveness of the Registration Statement.

			Very truly yours,

			/s/ Spencer G. Feldman

			Spencer G. Feldman

			cc:

			Mr. Ram Mukunda

			Ms. Claudia Grimaldi

India Globalization Capital, Inc.

10224 Falls Road

Potomac, Maryland 20854

December 31, 2020

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention:  Scott Anderegg, Esq.,

Division of Corporation Finance

			Re:

			India Globalization Capital, Inc.

			Registration Statement on Form S-3 (No. 333-251654)

Ladies and Gentlemen:

India Globalization Capital, Inc. hereby requests that the effectiveness of the above-referenced Registration Statement be accelerated so that it will become effective at 4:00 p.m., Eastern time, on Monday, January 4, 2021, or as soon as possible thereafter.

			Very truly yours,

			INDIA GLOBALIZATION CAPITAL, INC.

			By:

			/s/ Ram Mukunda

			Ram Mukunda

			President and Chief Executive Officer

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          May 9, 2018

VIA EMAIL AND EDGAR

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention: Heather Percival, Esq.,

Division of Corporation Finance

Re:

India Globalization Capital, Inc.

Registration Statement on Form S-3 (No. 333-224082)

Ladies and Gentlemen:

On behalf of India Globalization Capital, Inc. (the “Company”), we enclose the Company’s request for acceleration of the above-referenced Registration Statement to 9:30 a.m., Eastern time, on Friday, May 11, 2018, or as soon as possible thereafter.

Please advise the undersigned of the effectiveness of the Registration Statement.

Very truly yours,

/s/ Spencer G. Feldman

Spencer G. Feldman

cc:

Mr. Ram Mukunda

 Ms. Claudia Grimaldi

India Globalization Capital, Inc.

4336 Montgomery Avenue

 Bethesda, Maryland 20814

May 9, 2018

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention: Heather Percival, Esq.,

Division of Corporation Finance

Re:

India Globalization Capital, Inc.

Registration Statement on Form S-3 (No. 333-224082)

Ladies and Gentlemen:

India Globalization Capital, Inc. hereby requests that the effectiveness of the above-referenced Registration Statement be accelerated so that it will become effective at 9:30 a.m., Eastern time, on Friday, May 11, 2018, or as soon as possible thereafter.

Very truly yours,

INDIA GLOBALIZATION CAPITAL, INC.

By:

/s/ Ram Mukunda

Ram Mukunda

President and Chief Executive Officer

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India Globalization Capital, Inc.

4336 Montgomery Avenue, Bethesda, Maryland 20814

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

NYSE American: IGC

Mr. Ram Mukunda

Chief Executive Officer

ram@igcinc.us

September 15, 2017

VIA EDGAR

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C.  20549

Re:      Filing of Preliminary Proxy Statement

            India Globalization Capital, Inc.

            Commission File No. 001-32830

Ladies and Gentlemen:

On behalf of India Globalization Capital, Inc., a Maryland corporation (the “Company”), we hereby submit in electronic format for filing with the U.S. Securities and Exchange Commission, pursuant to Rule 14a-6 under the Securities Exchange Act of 1934, as amended, and Rule 101(a)(1)(iii) of Regulation S-T, one copy of the Company’s preliminary proxy statement and form of proxy (the “Proxy Material”), which will be distributed to the holders of the Company’s Common Stock in connection with its Joint Annual Meeting of Stockholders scheduled to be held on [            ], 2017, in Reston, Virginia (the “Annual Meeting”).  The Proxy Material includes a cover page in the form specified in Schedule 14A.

The Company anticipates distributing to its stockholders the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2017, together with the Proxy Material in satisfaction of the requirement of Rule 14a-3. The Company’s financial statements in such Annual Report reflect no change from the preceding year in any accounting principles or practices or in the method of applying any such principles or practices. The Proxy Material is the only soliciting material that will be furnished to the Company’s stockholders in connection with the Annual Meeting.

Please address any comments or questions that you may have concerning the Proxy Material to me, to Mr. Ram Mukunda, the Company’s Executive Chairman or to Ms. Claudia Grimaldi, the Company’s acting Corporate Secretary.

Very truly yours,

/s/ Ram Mukunda

Ram Mukunda

Mail Stop 3030
April 3, 2017

Via E -mail
Ram Mukunda
Chief Executive Officer
India Globalization Capital, Inc.
4336 Montgomery Avenue
Bethesda, MD 20814

Re: India Globalization Capital, Inc.
 Preliminary Proxy Statement on Schedule 14A
Filed March 8, 2017
File No. 001-32830

Dear Mr. Mukunda :

 We note from your letter dated March 30, 2017  that you have cancelled the shareholders
meeting that was to be held on March 31, 2017 and you will not be following up the preliminary
proxy statement with a definitive proxy statement.  Therefore , we are terminating our review  of
the preliminary proxy statement, and will, as we deem appropriate, release  publicly, through the
agency’s EDGAR system, all correspondence, including this letter, relating to the review of your
filing, consistent with the staff’s decision to publicly  release  comment and response letters
relating to disclosure filings it has revi ewed.   We remind you that the company and its
management are responsible for the accuracy and adequacy of the ir disclosure s, notwithstanding
any review, comments, action or absence of action by the staff .

Sincerely,

 /s/ Russell Mancuso

 Russell Mancuso
Branch Chief
Office of Electronics and Machinery

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India Globalization Capital, Inc.

4336 Montgomery Avenue

Bethesda, Maryland 20814

Phone: 301-983-0998

Fax: 240-465-0273

March 30, 2017

VIA EDGAR

Securities and Exchange Commission

100 F. Street, N.E.

Washington, D.C. 20549

Attn:  Mr. Russel Mancuso

Branch Chief

Office of Electronics and Machinery

Re:

India Globalization Capital, Inc.

Preliminary Proxy Statement on Schedule 14A

Filed March 8, 2017

File No. 001-32830

Dear Mr. Mancuso:

This letter is to inform you that India Globalization Capital, Inc. has cancelled the shareholders meeting for fiscal year ending March 31, 2016, that was to be held on March 31, 2017.

We expect to reschedule the shareholders meeting at an appropriate time after the filing of the Company' Annual Report on Form 10-K for the fiscal year ending March 31, 2017.

We will not be following up on the Preliminary Proxy on Schedule 14A filed on March 8, 2017 with a Definitive Proxy filing.

We appreciate all your assistance and clarifications in this matter.

Sincerely,

Very truly yours,

ss:

India Globalization Capital, Inc.

John Cherin,

CFO, Treasurer, and Principal Accounting

and Financial Officer

cc:   Mr. Caleb French, SEC

Mr. Ram Mukunda, IGC CEO

Mail Stop 3030
March 29 , 2017

Via E -mail
Ram Mukunda
Chief Executive  Officer
India Globalization Capital, Inc.
4336 Montgomery Avenue
Bethesda, MD 20814

Re: India Globalization Capital, Inc.
 Preliminary Proxy Statement on Schedule 14A
Filed March 8, 2017
File No. 001 -32830

Dear Mr. Mukunda :

We have limited our review of  your filing to those issues we have addressed in our
comments .  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.

Please respond to these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you  do not believe our
comments apply to your facts and circumstances , please tell us why in your response.

After reviewing your response to these  comments, we may have  additional comments.

Proposal Three, page 7

1. Please provide us your analysis of how, consistent with Sec tion 5 of the Securities Act,
the shares you intend to issue to Bricoleur will be “freely tradable” if the issuance  will be
“unregistered.”  Cite in your response all authority on which you rely.  Also , tell us when
you filed with the Commission the agreement that includes the terms  that permit  the
conversion  of principal into your shares .

2. Please clarify what you mean by an “opportunistic basis.”  Ensure that y our disclosure
includes the conversion rate, how that rate may be “opportunistic,” and any material
dilutive impact of the  issuances.  Also clarify the total number of shares you have issued
to date as a result of the $2,000,000 promissory note, its succ essor agreements, and the
related agreements.

Ram Mukunda
India Globalization Capital, Inc.
March 29 , 2017
Page 2

 We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

Please  contact Caleb French  at (202) 551 -6947  or me at (202) 551 -3617  with any
questions.

Sincerely,

 /s/ Russell Mancuso

 Russell Mancuso
Branch Chief
Office of Electronics and Machinery

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India Globalization Capital, Inc.

4336 Montgomery Avenue

Bethesda, Maryland 20814

Phone: 301-983-0998

Fax: 240-465-0273

March 29, 2017

VIA EDGAR

Securities and Exchange Commission

100 F. Street, N.E.

Washington, D.C. 20549

Attn:  Mr. Russel Mancuso

Branch Chief

Office of Electronics and Machinery

Re:

India Globalization Capital, Inc.

Preliminary Proxy Statement on Schedule 14A

Filed March 8, 2017

File No. 001-32830

Dear Mr. Mancuso:

This is our response to the SEC Staff's comments in its letter of March 29, 2017 to India Globalization Capital, Inc. ("IGC") regarding the above-referenced filing.  For your convenience, we have included each of the Staff's comments in italics before each of IGC's responses.  References in this letter to "we," "our" or "us" mean IGC or our advisors, as the context may dictate. We thank you in advance for your consideration.

Proposal 3, page 7

1. Please provide us your analysis of how, consistent with Section 5 of the Securities Act, the shares you intend to issue to Bricoleur will be "freely tradable" if the issuance will be "unregistered." Cite in your response all authority on which you rely. Also, tell us when you filed with the Commission the agreement that includes the terms that permit the conversion of principal into your shares.

IGC Reply:

·

We have amended the disclosure in the proxy as shown below. If approved by the shareholders, the shares would be issued pursuant to an exchange of securities, exempt from registration provisions of the Securities Act, pursuant to section 3(a)9.

·

We do not have a written agreement that includes the terms that permit the conversion of principal into shares. We anticipate negotiating such an agreement if the shareholders vote in favor of the proposed exchange. When the agreement is finalized we will file the agreement on Form 8-K.

2. Please clarify what you mean by an "opportunistic basis." Ensure that your disclosure includes the conversion rate, how that rate may be "opportunistic," and any material dilutive impact of the issuances. Also, clarify the total number of shares you have issued to date as a result of the $2,000,000 promissory note, its successor agreements, and the related agreements.

IGC Reply:

We propose to amend Proposal 3 on the Proxy as follows:

The shareholders are being asked to vote on approving up to 2,000,000 additional shares to be delivered, periodically, to Bricoleur towards the repayment of principal. The number of shares and timing of such delivery , unregistered and freely tradable, on an opportunistic basis, the timing of which would be is solely determined by Bricoleur on the basis of market price and market liquidity. The value of the shares when delivered would constitute payment towards the principal. The total number of shares issued to date as a result of the $2 million promissory note, its successor agreements, and all related agreements is 1,523,386.

Very truly yours,

ss:

India Globalization Capital, Inc.

John Cherin,

CFO, Treasurer, and Principal Accounting

and Financial Officer

cc:   Mr. Caleb French, SEC

Mr. Ram Mukunda, IGC CEO

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India Globalization Capital

4336 Montgomery Avenue, Bethesda, Maryland 20814

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

NYSE MKT: IGC

Mr. John Cherin

Chief Financial Officer,

Treasurer and PAO

gcherin@igcinc.us

March 7, 2017

VIA EDGAR

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C.  20549

Re:      Filing of Preliminary Proxy Statement

            India Globalization Capital, Inc.

            Commission File No. 001-32830

Ladies and Gentlemen:

On behalf of India Globalization Capital, Inc., a Maryland corporation (the "Company"), we hereby submit in electronic format for filing with the U.S. Securities and Exchange Commission, pursuant to Rule 14a-6 under the Securities Exchange Act of 1934, as amended, and Rule 101(a)(1)(iii) of Regulation S-T, one copy of the Company's preliminary proxy statement and form of proxy (the "Proxy Material"), which will be distributed to the holders of the Company's Common Stock in connection with its Annual Meeting of Stockholders scheduled to be held on March 31, 2017, in Reston, Virginia (the "Annual Meeting").  The Proxy Material includes a cover page in the form specified in Schedule 14A.

The Company anticipates distributing to its stockholders the Company's Annual Report on Form 10-K for the fiscal year ended March 31, 2016, together with the Proxy Material in satisfaction of the requirement of Rule 14a-3.  The Company’s financial statements in such Annual Report reflect no change from the preceding year in any accounting principles or practices or in the method of applying any such principles or practices.  The Proxy Material is the only soliciting material that will be furnished to the Company's stockholders in connection with the Annual Meeting.

Please address any comments or questions that you may have concerning the Proxy Material to me, to Mr. Ram Mukunda, the Company's Executive Chairman and Chief Executive Officer, or to Ms. Claudia Grimaldi, the Company's acting Corporate Secretary.

Very truly yours,

/s/ John Cherin

  John Cherin

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    March 17, 2015

Hillary Daniels, Esq.

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C.  20549

Re:

India Globalization Capital, Inc.

Dear Ms. Daniels:

Good morning Ms. Daniels.

Apologies as to the legal opinion filed with shelf registration statement on Form S-3 (No. 333-201822).  A correct opinion is attached for your review.  We intend to file just the opinion by amendment of Part II today or tomorrow.

May we then request acceleration for the selling shareholder registration statement on Form S-3 (No. 333-201753)?

Very truly yours,

/s/ Spencer G. Feldman

Spencer G. Feldman

OLSHAN FROME WOLOSKY LLP

Park Avenue Tower

65 East 55th Street

New York, New York 10022

March 17, 2015

India Globalization Capital, Inc.

4336 Montgomery Avenue

Bethesda, Maryland 20814

Re: Registration Statement on Form S-3

Ladies and Gentlemen:

We have acted as legal counsel to India Globalization Capital, Inc., a Maryland corporation (the “Company”), in connection with the registration statement on Form S-3, File No. 333-201822 (the “Registration Statement”) being filed by the Company with the U.S. Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), on the date hereof.

You have provided us with a draft of the Registration Statement in the form in which it will be filed with the Commission. The Registration Statement includes a base prospectus (the “Prospectus”), which provides that it will be supplemented in the future by one or more supplements to the Prospectus (each, a “Prospectus Supplement”). The Prospectus provides for the offering of the following securities: (i) shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”), (ii) warrants to purchase Common Stock (“Warrants”), and (iii) units comprised of the foregoing (“Units”). The Common Stock, Warrants and Units are collectively referred to as the “Securities.” The Securities may be offered and sold from time to time pursuant to Rule 415 promulgated under the Act, in amounts, at prices and on terms to be determined at the time of the offering thereof, at an aggregate initial offering price not to exceed $20,000,000.

We have made such legal and factual examinations and inquiries, including an examination of originals or copies certified or otherwise identified to our satisfaction of such documents, corporate records and instruments, as we have deemed necessary or appropriate for purposes of this opinion. In our examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity to authentic original documents of all documents submitted to us as copies. As to facts material to the opinions, statements and assumptions expressed herein, we have, with your consent, relied upon oral or written statements and representations of officers and other representatives of the Company and others. We have not independently verified such factual matters.

In expressing our opinions below, we have assumed, with your consent, that:

(a) the Registration Statement (including any and all required post-effective amendments thereto) will have become effective under the Act and will comply with all applicable laws;

(b) the Registration Statement (including any and all required post-effective amendments thereto) will be effective under the Act and will comply with all applicable laws at the time the Securities are offered or sold as contemplated by the Registration Statement (including any and all required post-effective amendments thereto), the Prospectus and the applicable Prospectus Supplement(s);

(c) no stop order suspending the effectiveness of the Registration Statement (including any and all required post-effective amendments thereto) will have been issued and remain in effect;

(d) a Prospectus Supplement describing the Securities offered thereby and the offering thereof and complying with all applicable laws will have been prepared and filed with the Commission;

(e) the Securities will be offered and sold in the form and with the terms set forth in the Registration Statement (including any and all required post-effective amendments thereto), the Prospectus and the applicable Prospectus Supplement(s) and the organizational documents of the Company;

(f) the Securities will be offered and sold in compliance with all applicable federal and state securities laws and in the manner stated in the Registration Statement (including any and all required post-effective amendments thereto), the Prospectus and the applicable Prospectus Supplement(s);

(g) the Company will have obtained any and all legally required consents, approvals, authorizations and other orders of the Commission and any and all other regulatory authorities and other third parties necessary to offer and sell the Securities being offered;

(h) the Securities offered and sold comply with all requirements and restrictions, if any, applicable to the Company, whether imposed by any court or governmental or regulatory body having jurisdiction over the Company;

(i) a definitive purchase, underwriting or similar agreement (each a “Purchase Agreement”) with respect to any Securities offered and sold will have been duly authorized and validly executed and delivered by the Company and the other parties thereto; and

(j) any Securities or other securities issuable upon conversion, exchange or exercise of any Security being offered and sold will be duly authorized, created and, if appropriate, reserved for issuance upon such conversion, exchange or exercise.

Our opinions expressed below are subject to the qualifications that we express no opinion as to the applicability of, compliance with or effect of: (i) any bankruptcy, insolvency, reorganization, preference, fraudulent conveyance, fraudulent transfer, moratorium or other similar laws relating to or affecting the rights and remedies of creditors generally; (ii) general principles of equity, whether considered in a proceeding in equity or at law (including the possible unavailability of specific performance or injunctive relief), concepts of materiality, reasonableness, good faith and fair dealing, and the discretion of the court before which a proceeding is brought; or (iii) public policy considerations that may limit the rights of parties to obtain certain remedies.

We express no opinion as to (i) any provision to the extent it requires any party to indemnify any other person against loss in obtaining the currency due following a court judgment rendered in another currency, (ii) any provision providing for the indemnification of or contribution to a party with respect to a liability where such indemnification or contribution is contrary to public policy, (iii) any provision for liquidated damages, default interest, late charges, monetary penalties, prepayment or make-whole premiums or other economic remedies to the extent such provisions are deemed to constitute a penalty, (iv) consents to, or restrictions upon, governing law, jurisdiction, venue, arbitration, remedies or judicial relief, (v) any provision requiring the payment of attorneys’ fees, where such payment is contrary to law or public policy, (vi) any provision requiring the payment of interest on interest, (vii) the creation, validity, attachment, perfection, or priority of any lien or security interest, (viii) advance waivers of claims, defenses, rights granted by law, or notice, opportunity for hearing, evidentiary requirements, statutes of limitation, trial by jury or at law, or other procedural rights, (ix) waivers of broadly or vaguely stated rights, (x) provisions for exclusivity, election or cumulation of rights or remedies, (xi) provisions authorizing or validating conclusive or discretionary determinations, (xii) grants of setoff rights, (xiii) proxies, powers and trusts, (xiv) provisions prohibiting, restricting, or requiring consent to assignment or transfer of any right or property, (xv) provisions purporting to make a guarantor primarily liable rather than as a surety, (xvi) provisions purporting to waive modifications of any guaranteed obligation to the extent such modification constitutes a novation, (xvii) any provision to the extent it requires that a claim with respect to a security denominated in other than U.S. dollars (or a judgment in respect of such a claim) be converted into U.S. dollars at a rate of exchange at a particular date, to the extent applicable law otherwise provides, (xviii) compliance with any usury laws, (xix) the severability, if invalid, of provisions to the foregoing effect, (xx) the securities or “blue sky” laws of any state to the offer or sale of the Securities, and (xxi) the antifraud provisions of the securities or other laws of any jurisdiction.

We have also assumed, with your consent, that: (i) the Warrants and any related warrant agreement and the Units and any related unit agreement (collectively, the “Documents”) will each be duly authorized, executed and delivered by the parties thereto; (ii) each of the Documents will constitute legally valid and binding obligations of the parties thereto other than the Company, enforceable against each of them in accordance with their respective terms; and (iii) the status of each of the Documents as legally valid and binding obligations of the parties thereto will not be affected by any (a) breaches of, or defaults under, any agreements or instruments, (b) violations of any statutes, rules, regulations or court or governmental orders, or (c) failures to obtain required consents, approvals or authorizations from, or to make required registrations, declarations or filings with, any governmental authorities or other third parties.

Subject to the foregoing and the other matters set forth herein, it is our opinion that, as of the date hereof:

1. Upon adoption by the board of directors of the Company of a resolution in form and content as required by applicable law duly authorizing the issuance of shares of Common Stock (with such shares, together with all shares of Common Stock previously issued or reserved for issuance and not duly and lawfully retired, not exceeding the then authorized shares of Common Stock), and upon issuance and delivery of and payment of legal consideration in excess of the par value thereof in accordance with the applicable Purchase Agreement and all applicable law, such shares of Common Stock will be validly issued, fully paid and nonassessable.

2. When (a) a warrant agreement, if any, has been duly authorized by all necessary corporate action of the Company (including, without limitation, the adoption by the board of directors of the Company of a resolution in form and content as required by applicable law duly authorizing the execution and delivery of such warrant agreement) and duly executed and delivered by the Company, (b) the specific terms of a particular issuance of Warrants have been duly established in accordance with such warrant agreement, if any, and all applicable law and authorized by all necessary corporate action of the Company (including, without limitation, the adoption by the board of directors of the Company of a resolution in form and content as required by applicable law duly authorizing the issuance and delivery of the Warrants), and (c) the Warrants have been duly executed, issued and delivered against payment therefor in accordance with such warrant agreement, if any, the applicable Purchase Agreement and all applicable law (and assuming the satisfaction of the conditions described in the applicable numbered paragraphs of this opinion letter with respect to our opinion regarding any Securities issuable upon exercise of the Warrants), such Warrants will be legally valid and binding obligations of the Company, enforceable against the Company in accordance with their terms.

3. When (a) a unit agreement has been duly authorized by all necessary corporate action of the Company (including, without limitation, the adoption by the board of directors of the Company of a resolution duly authorizing the execution and delivery of such unit agreement) and duly executed and delivered by the Company, (b) the specific terms of a particular issuance of the related Units have been duly established in accordance with such unit agreement and all applicable law and authorized by all necessary corporate action of the Company (including, without limitation, the adoption by the board of directors of the Company of a resolution in form and content as required by applicable law duly authorizing the issuance and delivery of the Units), and (c) such Units have been duly executed, issued and delivered against payment therefor in accordance with such unit agreement, the applicable Purchase Agreement and all applicable law (and assuming the satisfaction of the conditions described in the applicable numbered paragraphs of this opinion letter with respect to our opinion regarding the Securities underlying the Units), such Units will be legally valid and binding obligations of the Company, enforceable against the Company in accordance with their terms.

This opinion is to be used only in connection with the offer and sale of the Securities while the Registration Statement and any and all required post-effective amendments thereto are effective.

This opinion is being delivered solely for the benefit of the Company and such other persons as are entitled to rely upon it pursuant to applicable provisions of the Securities Act. This opinion may not be used, quoted, relied upon or referred to for any other purpose nor may this opinion be used, quoted, relied upon or referred to by any other person, for any purpose, without our prior written consent.

We consent to your filing this opinion as an exhibit to the Registration Statement and to the reference to our firm in the Prospectus under the heading “Legal Matters.” In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.

Very truly yours,

/s/ OLSHAN FROME WOLOSKY LLP

OLSHAN FROME WOLOSKY LLP

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    March 17, 2015

Hillary Daniels, Esq.

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C.  20549

Re:

India Globalization Capital, Inc.

Dear Ms. Daniels:

Good morning Ms. Daniels.

Apologies as to the legal opinion filed with shelf registration statement on Form S-3 (No. 333-201822).  A correct opinion is attached for your review.  We intend to file just the opinion by amendment of Part II today or tomorrow.

May we then request acceleration for the selling shareholder registration statement on Form S-3 (No. 333-201753)?

Very truly yours,

/s/ Spencer G. Feldman

Spencer G. Feldman

March 13, 2015

Mr. Ram Mukunda
President and Chief Executive Officer
India Globalization Capital, Inc.
4336 Montgomery Avenue
Bethesda, Maryland 20814

Re: India Globalization Capital,  Inc.
  Amendment No. 1 to Registration Statement on Form S-3
Filed  March 3 , 2015
  File No.  333-201822

Dear Mr. Mukunda :

We have limited our review of your registration statement to those issues we have
addressed in our comments.  In  some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information .  Where you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these  comments , we may have  additional comments.

Exhibit 5.1, Opinion of Olshan Frome Wolosky LLP

1. We note your response to comment 4.  Please have counsel revise the legality opinion to
opine separately on the units and on the warrants.  See Section II.B.1.f and h of Staff
Legal Bulletin No. 19 for guidance.

Mr. Ram Mukunda
India Globalization Capital, Inc.
March 13 , 2015
Page 2

 Please contact Hillary Daniels  at (202) 551 -3959  or Brigitte Lippmann  at (202) 551 -3713
with any questions.

Sincerely,

 /s/ Brigitte Lippmann (for)

John Reynolds
Assistant Director

cc: Spencer G. Feldman, Esq.
 Olshan Frome Wolosky  LLP

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March 3, 2015

VIA EDGAR AND ELECTRONIC MAIL

U.S. Securities and Exchange Commission

Division of Corporation Finance

Mail Stop 3628

100 F Street, N.E.

Washington, D.C. 20549

Attn.:      John Reynolds, Esq.

Assistant Director

Re:

India Globalization Capital, Inc.

Registration Statement on Form S-3

Filed February 2, 2015

File No. 333-201822

Ladies and Gentlemen:

On behalf of India Globalization Capital, Inc., a Maryland corporation (the “Company”), we hereby submit in electronic format for filing with the U.S. Securities and Exchange Commission, pursuant to the Securities Act of 1933, as amended, and Rule 101(a)(1)(i) of Regulation S-T, one complete copy of Amendment No. 1 to the captioned Registration Statement on Form S-3, No. 333-201822 (the “Amendment”), for the registration of $20 million of securities under a “shelf” prospectus, and one complete copy of the exhibits listed in the Amendment as filed therewith.

The Amendment responds to the comments received from the staff of the Commission by letter dated February 20, 2015.

Courtesy copies of this letter and the Amendment, together with all exhibits and supplemental information, are being provided directly to the staff for its convenience (attention:  Hillary Daniels, Esq.) in the review of the foregoing documents.

To facilitate the staff’s review, the Commission’s comments precede each of the Company’s responses.  Unless otherwise provided herein, all page numbers referred to in this letter correspond to the page numbers of the Amendment.

March 3, 2015

Page 2

General

1.

We note your disclosure that you plan to expand into the legal cannabis industry.  We also note your plans for Midtown Partners & Co, LLC, in this regard, as described in Exhibit 99.1 to your Form 8-K filed December 23, 2014, including your belief it will be the “first broker dealer to focus its equity research, capital markets and investment banking on the emerging legal cannabis industry.”  Please revise your registration statement to clearly describe your business plans in the legal cannabis industry and the risks to the company from engaging in this business, including possible law enforcement consequences under federal and state laws.

RESPONSE:  As requested by the staff, the Company has added the following disclosure to page 3:

“Exposure to Legal Cannabis Industry

In addition to our existing interests in indoor vertical farming technology that has the potential to being applied to growing cannabis, our recent acquisition of Midtown Partners, an investment bank and securities brokerage firm that plans to be involved in furnishing investment advice with respect to public companies that engage generally in the business of producing or selling marijuana or offering related products, extends our exposure to the legal cannabis industry.  Midtown Partners plans, among other things, to hold broker-dealer conferences inviting companies that are in the hemp and marijuana industry.  These companies are primarily in businesses that are incidental to the cultivation and sale of marijuana.  Pharmaceutical companies, nutraceutical companies, producers of hemp products, HVAC environmental control systems, software for tracking companies and firms that produce lights are all examples of legal businesses that would be invited to the conferences.  These are also companies on which Midtown Partners’ analysts would write research reports and produce industry pieces.  As part of Midtown Partners’ broad financial services business, we expect to position Midtown Partners as the first broker-dealer to focus its consumer segment on equity research, capital markets and investment banking in the emerging legal cannabis industry.

In the face of our and many other companies’ plans, marijuana remains illegal under the federal Controlled Substances Act.  It is a schedule-I controlled substance.  Even in those jurisdictions in which the production and use of medical marijuana has been legalized at the state level, its prescription is a violation of federal law.  The U.S. Supreme Court has ruled in United States v. Oakland Cannabis Buyers’ Coop. and Gonzales v. Raich that it is the federal government that has the right to regulate and criminalize cannabis, even for medical purposes.  Therefore, federal law criminalizing the production and use of marijuana trumps state laws that legalize its production and use for medicinal purposes and, in some cases, recreational purposes.  At present, multiple states are continuing to advance their own interests against the federal government by maintaining existing marijuana laws and many other states are reviewing possible legislation in this area.  This may be partly because the current presidential administration has made a policy decision to allow states to implement these laws and not prosecute anyone operating in accordance with applicable state law.

March 3, 2015

Page 3

Because we and Midtown Partners do not market, sell, dispense, cultivate or produce marijuana or marijuana-related products, we do not believe that we or Midtown Partners will be deemed to be facilitating the sale or distribution of marijuana in violation of the federal Controlled Substances Act or similar state statutes.

Further, because Midtown Partners plans to provide general investment advice that is not intended or designed to facilitate the manufacture or production of cannabis, but instead to provide information concerning the companies that are involved in that industry, we believe that any claim that we or Midtown Partners are aiding or abetting, or being an accessory to, a violation of the Controlled Substances Act or similar state statutes, is unsupportable.”

Further, the Company has inserted two additional risk factors on page 5 addressing potential risks in connection with its business plan dependent on the legal cannabis industry.

Risks Related to Our Business and Expansion Strategy, page 4

2.

We note your disclosure on page 5 related to the state and federal laws governing the use and possession of cannabis.  Please revise to clearly specify the risks to the company regarding violations of the federal Controlled Substances Act and any other applicable state laws as they pertain to your business plans.

RESPONSE: In reply to the staff’s comment, we note our response above in which the Company believes that its peripheral cannabis business activities do not and will not violate the federal Controlled Substances Act, nor rise to the level of aiding or abetting any such violation.  Notwithstanding, we have added a sentence at the end of the risk factor “Important parts of our indoor vertical farming…” on page 5 specifying the possibility of civil and criminal penalties.

Incorporation of Certain Documents by Reference, page 18

3.

Please incorporate by reference all the Forms 8-K that you filed since the end of your fiscal year to the date you initially filed this registration statement.  Refer to Item 12(a)(2) of Form S-3.

RESPONSE:  As required by Item 12(a)(2) of Form S-3, page 18 of the Amendment has been revised to incorporate by reference all Form 8-Ks filed by the Company since the end of its last fiscal year.

Exhibit 5.1, Opinion of Olshan Frome Wolosky LLP

4.

We note the statement in the Olshan Frome Wolosky LLP legality opinion that “[w]e express no opinion herein as to the laws of any state or jurisdiction other than the state laws of the State of New York and the federal laws of the United States of America.”  However, the registrant is incorporated in Maryland.  Please have counsel revise the legality opinion to state that the opinion is based on the laws of the State of Maryland.

March 3, 2015

Page 4

RESPONSE:  As referenced in Section II.B.3.b of SEC Staff Legal Bulletin No. 19, the legality opinion for this offering has been revised to eliminate the jurisdictional qualification in its entirety, and is being re-filed as Exhibit 5.1 with this Amendment.

Requests for acceleration of the effectiveness of the Registration Statement will be submitted by the Company as soon as the staff of the Commission has reviewed this letter and its enclosures and has advised the Company that no further issues remain outstanding.

Should any member of the Commission’s staff have any questions concerning the enclosed materials or desire any further information or clarification in respect of the Amendment, please do not hesitate to contact Ram Mukunda, the Company’s Chief Executive Officer, at (301) 983-0998, or me at (212) 451-2234.

Very truly yours,

/s/ Spencer G. Feldman

Spencer G. Feldman

cc

Mr. Ram Mukunda

CORRESP
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March 3, 2015

VIA EDGAR AND ELECTRONIC MAIL

U.S. Securities and Exchange Commission

Division of Corporation Finance

Mail Stop 3628

100 F Street, N.E.

Washington, D.C. 20549

Attn.:      John Reynolds, Esq.

Assistant Director

Re:

India Globalization Capital, Inc.

Registration Statement on Form S-3

Filed January 29, 2015

File No. 333-201753

Ladies and Gentlemen:

On behalf of India Globalization Capital, Inc., a Maryland corporation (the “Company”), we hereby submit in electronic format for filing with the U.S. Securities and Exchange Commission, pursuant to the Securities Act of 1933, as amended, and Rule 101(a)(1)(i) of Regulation S-T, one complete copy of Amendment No. 1 to the captioned Registration Statement on Form S-1, No. 333-201753 (the “Amendment”), for the registration of shares of the Company’s common stock under a “secondary” selling stockholder resale prospectus, and one complete copy of the exhibits listed in the Amendment as filed therewith.

The Amendment responds to the comments received from the staff of the Commission by letter dated February 20, 2015.

Courtesy copies of this letter and the Amendment, together with all exhibits and supplemental information, are being provided directly to the staff for its convenience (attention:  Hillary Daniels, Esq.) in the review of the foregoing documents.

To facilitate the staff’s review, the Commission’s comments precede each of the Company’s responses.  Unless otherwise provided herein, all page numbers referred to in this letter correspond to the page numbers of the Amendment.

March 3, 2015

Page 2

General

1.

We note your disclosure that you plan to expand into the legal cannabis industry.  We also note your plans for Midtown Partners & Co, LLC, in this regard, as described in Exhibit 99.1 to your Form 8-K filed December 23, 2014, including your belief it will be the “first broker dealer to focus its equity research, capital markets and investment banking on the emerging legal cannabis industry.”  Please revise your registration statement to clearly describe your business plans in the legal cannabis industry and the risks to the company from engaging in this business, including possible law enforcement consequences under federal and state laws.

RESPONSE:  As requested by the staff, the Company has added the following disclosure to page 3:

“Exposure to Legal Cannabis Industry

In addition to our existing interests in indoor vertical farming technology that has the potential to being applied to growing cannabis, our recent acquisition of Midtown Partners, an investment bank and securities brokerage firm that plans to be involved in furnishing investment advice with respect to public companies that engage generally in the business of producing or selling marijuana or offering related products, extends our exposure to the legal cannabis industry.  Midtown Partners plans, among other things, to hold broker-dealer conferences inviting companies that are in the hemp and marijuana industry.  These companies are primarily in businesses that are incidental to the cultivation and sale of marijuana.  Pharmaceutical companies, nutraceutical companies, producers of hemp products, HVAC environmental control systems, software for tracking companies and firms that produce lights are all examples of legal businesses that would be invited to the conferences.  These are also companies on which Midtown Partners’ analysts would write research reports and produce industry pieces.  As part of Midtown Partners’ broad financial services business, we expect to position Midtown Partners as the first broker-dealer to focus its consumer segment on equity research, capital markets and investment banking in the emerging legal cannabis industry.

In the face of our business plan and many other companies’ plans, marijuana remains illegal under the federal Controlled Substances Act.  It is a schedule-I controlled substance.  Even in those jurisdictions in which the production and use of medical marijuana has been legalized at the state level, its prescription is a violation of federal law.  The U.S. Supreme Court has ruled in United States v. Oakland Cannabis Buyers’ Coop. and Gonzales v. Raich that it is the federal government that has the right to regulate and criminalize cannabis, even for medical purposes.  Therefore, federal law criminalizing the production and use of marijuana trumps state laws that legalize its production and use for medicinal purposes and, in some cases, recreational purposes.  At present, multiple states are continuing to advance their own interests against the federal government by maintaining existing marijuana laws and many other states are reviewing possible legislation in this area.  This may be partly because the current presidential administration has made a policy decision to allow states to implement these laws and not prosecute anyone operating in accordance with applicable state law.

March 3, 2015

Page 3

Because we and Midtown Partners do not market, sell, dispense, cultivate or produce marijuana or marijuana-related products, we do not believe that we or Midtown Partners will be deemed to be facilitating the sale or distribution of marijuana in violation of the federal Controlled Substances Act or similar state statutes.

Further, because Midtown Partners plans to provide general investment advice that is not intended or designed to facilitate the manufacture or production of cannabis, but instead to provide information concerning the companies that are involved in that industry, we believe that any claim that we or Midtown Partners are aiding or abetting, or being an accessory to, a violation of the Controlled Substances Act or similar state statutes, is unsupportable.”

Further, the Company has inserted two additional risk factors on page 5 addressing specific risks in connection with its business plan dependent on the legal cannabis industry.

Risks Related to Our Business and Expansion Strategy, page 4

2.

We note your disclosure on page 5 related to the state and federal laws governing the use and possession of cannabis.  Please revise to clearly specify the risks to the company regarding violations of the federal Controlled Substances Act and any other applicable state laws as they pertain to your business plans.

RESPONSE: In reply to the staff’s comment, we note our response above in which the Company believes that its peripheral cannabis business activities do not and will not violate the federal Controlled Substances Act, nor rise to the level of aiding or abetting any such violation.  Notwithstanding, we have added a sentence at the end of the risk factor "Important parts of our indoor vertical farming..." on page 5 specifying the possibility of civil and criminal penalties.

Incorporation of Certain Documents by Reference, page 16

3.

Please incorporate by reference all the Forms 8-K that you filed since the end of your fiscal year to the date you initially filed this registration statement.  Refer to Item 12(a)(2) of Form S-3.

RESPONSE:  As required by Item 12(a)(2) of Form S-3, page 16 of the Amendment has been revised to incorporate by reference all Form 8-Ks filed by the Company since the end of its last fiscal year to the date it initially filed the Registration Statement.

Exhibit 5.1, Opinion of Olshan Frome Wolosky LLP

4.

We note your statement in the Olshan Frome Wolosky LLP legality opinion that “[w]e express no opinion herein as to the laws of any state or jurisdiction other than the state laws of the State of New York and the federal laws of the United States of America.”  However, the registrant is incorporated in Maryland.  Please have counsel revise the legality opinion to state that the opinion is based on the laws of the State of Maryland.  Please refer to Section II.B.3.b of Staff Legal Bulletin No.19.

March 3, 2015

Page 4

RESPONSE:  As referenced in Section II.B.3.b of SEC Staff Legal Bulletin No. 19, the legality opinion for this offering has been revised to eliminate the jurisdictional qualification in its entirety, and is being re-filed as Exhibit 5.1 with this Amendment.

A request for acceleration of the effectiveness of the Registration Statement will be submitted by the Company as soon as the staff of the Commission has reviewed this letter and its enclosures and has advised the Company that no further issues remain outstanding.

Should any member of the Commission’s staff have any questions concerning the enclosed materials or desire any further information or clarification in respect of the Amendment, please do not hesitate to contact Ram Mukunda, the Company’s Chief Executive Officer, at (301) 983-0998, or me at (212) 451-2234.

cc

Mr. Ram Mukunda

Very truly yours,

/s/ Spencer G. Feldman

Spencer G. Feldman

February 20 , 2015

Via E -mail
Mr. Ram Mukunda
President and Chief Executive Officer
India Globalization Capital, Inc.
4336 Montgomery Avenue
Bethesda, Maryland 20814

Re: India Globalization Capital, Inc.
  Registration Statement on Form S-3
Filed  February 2, 2015
  File No.  333-201822

Dear Mr. Mukunda :

We have limited our review of your registration statement to those issues we have
addressed in our comments.  In  some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information .  Where you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these  comments , we may have  additional comments.

General

1. We note your disclosure that you plan to expand into the legal cannabis industry.  We
also note your plans for Midtown Partners & Co, LLC, in this regard, as described in
Exhibit 99.1 to your Form 8 -K filed De cember 23, 2014, including your belief it will be
the “first broker dealer to focus its equity research, capital markets and investment
banking on the emerging legal cannabis industry.”  Please revise your registration
statement to clearly describe your bu siness plans in the legal cannabis industry  and the
risks to the company from engaging in this business, including possible law enforcement
consequences under federal and state laws .

Risks Related to Our Business and Expansion Strategy, page 4

2. We note yo ur disclosure on page 5 related to the state and federal laws governing the use
and possession of cannabis.  Please revise to clearly specify the risks to the company

Mr. Ram Mukunda
India Globalization Capital, Inc.
February 20 , 2015
Page 2

 regarding violations of the federal Controlled Substances Act and any other applicable
state laws as they pertain  to your business plans .

Incorporation of Certain Documents by Reference, page 18

3. Please incorporate by reference all the Forms 8 -K that you filed since the end of your
fiscal year to the date you initia lly filed this registration statement.  Refer to Item 12(a)(2)
of Form S -3.

Exhibit 5.1, Opinion of Olshan Frome Wolosky LLP

4. We note the statement in the Olshan Frome Wolosky  LLP legality opinion that “[w] e
express  no opinion herein as to the laws of any state or jurisdiction other than the state
laws of the State of New York and the federal laws of the United States of America.”
However, the registrant is incorporated in Maryland .  Please have counsel revise the
legality opinion to state that the opinion is based on the laws of the State of Maryland .
We also note that your legality opinion only covers the registration of common stock.
Please  also have counsel revise the legality  opinion  to opine separately on the  units  and
on the warrants .  Refer to Staff Legal Bulletin  No.19 for guidance.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending registration statement please provide a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effectiv e, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

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

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration stateme nt as confirmation

Mr. Ram Mukunda
India Globalization Capital, Inc.
February 20 , 2015
Page 3

 of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities speci fied in the above registration statement.  Please allow
adequate time  for us to review any amendment prior to the requested effective date of the
registration statement.

Please contact Hillary Daniels  at (202) 551 -3959  or Brigitte Lippmann  at (202) 5 51-3713
with any questions.

Sincerely,

 /s/ Brigitte Lippmann (for)

John Reynolds
Assistant Director

cc: Spencer G. Feldman, Esq.
 Olshan Frome Wolosky LLP

July 1 7, 2014

Via E -mail
Ram Mukunda
Chief Executive  Officer
India  Globalization Capital, Inc.
4336 Montgomery Ave.
Bethesda, M D 20814

Re: India  Globalization Capital , Inc.
 Form 10-K for the Fiscal Year Ended March 31 , 2013
Filed July 16 , 201 3
File No. 001 -32830

Dear Mr. Mukunda :

We have comple ted our review of your filing .  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect  to the company or 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.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing  to be certain that the filing includes  the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/Tia L. Jenkins

Tia L. Jenkins
Senior Assistant Chief Accountant
Office of Beverages, Apparel , and
Mining

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July 15, 2014

VIA EDGAR

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C.  20549

Re:           India Globalization Capital, Inc. – Annual Report

on Form 10-K for the Fiscal Year ended March 31, 2014

Ladies and Gentlemen:

On behalf of India Globalization Capital, Inc., a Maryland corporation (“IGC”), we hereby submit in electronic format for filing with the U.S. Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended, and Rule 101(a)(1)(iii) of Regulation S-T, one copy of IGC’s Annual Report on Form 10-K for the fiscal year ended March 31, 2014.

The financial statements in the Form 10-K of IGC do not reflect a change from the preceding year in any accounting principles or practices, or in the method of applying any such principles or practices.

Please note that the Form 10-K, to the extent applicable, takes account of the staff’s comments to prior filings.

Please address any comments or questions that you may have concerning the Form 10-K to Ram Mukunda, the Company's President and Chief Executive Officer, or to me.

Very truly yours,

/s/ Spencer G. Feldman

Spencer G. Feldman

Enclosures

cc:           Mr. Ram Mukunda

Ms. Claudia Grimaldi

CORRESP
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India Globalization Capital, Inc.

4336 Montgomery Avenue

Bethesda, Maryland 20814

Phone: 301-983-0998

Fax: 240-465-0273

July 14, 2014

VIA EDGAR

Securities and Exchange Commission

100 F. Street, N.E.

Washington, D.C. 20549

Attn:  Ms. Tia Jenkins

Senior Assistant Chief Accountant

Office of Beverages, Apparel and Mining

 Re:

India Globalization Capital, Inc.

Form 10-K for the Fiscal Year Ended March 31, 2013

Filed July 16, 2013

Form 8-K Filed January 31, 2014

Response Dated June 24, 2014

File No. 001-32830

Dear Ms. Jenkins:

This is our response to the SEC Staff’s comments in your letter of July 10, 2014 to India Globalization Capital, Inc. (“IGC”) regarding the above-referenced filings.

We are concurrently filing an amendment to Form 10-K for fiscal year ended March 31, 2013 and an amendment to Form 8-K filed on January 31, 2014 to address all comments of the SEC Staff up to date.

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

Form 10-K for the Fiscal Year Ended March 31, 2013

General

1. We note your response to comment 1 from our letter dated May 27, 2014.  Please revise your filing to include the table that provides a brief overview of your trading operations in China.

IGC answer:

In our amendment to Form 10-K for fiscal year ended March 31, 2013, we have improved our disclosure to include a table that provides a brief overview of our trading operations in China, as per the Staff’s request.

2. We note your response to comment 1 from our letter dated May 27, 2014.  In your amended filing please include a description of your beneficiation facilities, including the capacity and utilization, pursuant to Item 2 of Regulation S-K.

IGC answer:

In our amendment to Form 10-K for fiscal year ended March 31, 2013, we have added a description of our beneficiation facilities, including the capacity and utilization, pursuant to Item 2 of Regulation S-K, as requested.

3. We note your response to comment 2 from our letter dated May 27, 2014 and we partially reissue the comment.   On page 5 of your proposed disclosure you state that in China you own and operate iron ore mines. Please advise.

IGC answer:

In our amendment to Form 10-K for fiscal year ended March 31, 2013, we have revised the disclosure stating that in China we own and operate iron ore mines to read: “[…] we own and operate iron ore beneficiation plants, […].” We have also revised any statement referring to us “own[ing] and operat[ing] iron ore mines” specifying that in China we do not own or operate iron ore mines, but own and operate iron ore beneficiation plants instead.

4. We note your response to comment 5 from our letter dated May 27, 2014.  Please revise to include the table in your amended filing.

IGC answer:

We have revised and improved the disclosure in our amendment to Form 10-K for fiscal year ended March 31, 2013 by including a table that summarizes the nature of activity, type of license required and held and encumbrances in obtaining permit for each location where the company operates through its subsidiaries, as requested.

Explanatory Note

5. In the explanatory note of your proposed amendment, you indicate a staff comment letter dated January 28, 2011.  Please revise this typographical error to indicate the accurate date of January 28, 2014.

IGC answer:

In our amendment to Form 10-K for fiscal year ended March 31, 2013, we have changed all typos on the references indicating a staff comment letter dated January 28, 2011 to indicate the accurate date of January 28, 2014.

Notes to Consolidated Financial Statements, page F-7

Note 2 – Significant Accounting Policies, page F-10

l)  Accounts Receivable – Long Term, page F-13

6. We note from your proposed amendment that you intend to delete the line item caption, “accounts receivable – long term” and replace it with “left intentionally blank.”  However, the narrative still remains under “left intentionally blank.”  Please clarify or revise to remove it.

IGC answer:

In our amendment to Form 10-K for fiscal year ended March 31, 2013, we have made sure that the line item caption, “accounts receivable – long term” has been replaced with “left intentionally blank.”

Form 8-K filed January 31, 2014

Exhibit 99.1

7. We note your response to comment 9 from our letter dated May 27, 2014.  Please file the amended Form 8-K.

IGC answer:

We are simultaneously filing the previously proposed amendment to Form 8-K filed January 31, 2014, as accepted by the Staff.

Closing

IGC acknowledges that:

•

It is responsible for the adequacy and accuracy of the disclosure in the filing;

•

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

•

IGC 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.

Very truly yours,

ss:

India Globalization Capital, Inc.

Ram Mukunda

Chief Executive Officer and

President (Principal Executive Officer)

cc:       Mr. John Coleman, SEC

Mr. Steve Lo, SEC

Ms. Nasreen Mohammed, SEC

Mr. Spencer Feldman, Esq.

July 10 , 2014

Via E -mail
Ram Mukunda
Chief Executive  Officer
India  Globalization Capital, Inc.
4336 Montgomery Ave.
Bethesda, M D  20814

Re: India  Globalization Capital , Inc.
 Form 10-K for the Fiscal Year Ended March 31 , 2013
Filed July 16 , 201 3
Form 8 -K Filed January 31, 2014
Response Dated June 24 , 2014
File No. 001 -32830

Dear Mr. Mukunda :

We have reviewed your filings and response and we have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.

Please respond to this letter within ten business days by amending your filing, by
providing the request ed information, or by advising us when you will provide the requested
response.   If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing  any amendment to your filing and the information you provide in
response to these  comments, we may have  additional comments.

Form 10 -K for the Fiscal Year Ended March 31, 2013
General

1. We note your response to comment 1 from our letter dated May 27, 2 014.  Please revise
your filing to include  the table that provides a brief overview of your trading operations
in China.

2. We note your response to comment 1 from our letter dated May 27, 2014.  In your
amended filing please include a description of your  benefication facilities, including the
capacity and utilization, pursuant to Item 2 of Regulation S -K.

3. We note your response to comment 2 from our letter dated May 27, 2014 and we partially
reissue the comment.   On page 5 of your proposed disclosure you state that in China you
own and operate iron ore mines.   Please advise .

Ram Mukunda
India  Globalization Capital, Inc.
July 10 , 2014
Page 2

4. We note your response to comment 5 from our letter dated May 27, 2014.  Please revise
to include  the table in your amended filing.

Explanatory Note

5. In the explanatory note of your proposed amendment, you indicate a staff comment
letter dated January 28, 2011.  Please revise this typographical error to  indicate the
accurate date of  January 28, 2014.

Notes to Consoli dated Financial S tatements, page F-7
Note 2 – Significan t Accounting Polici es, pa ge F-10
l)  Accounts Receivable – Long Term, page F-13

6. We note from your proposed amendment that you inte nd to delete the  line item
caption,  “accounts receivable – long term” and replace it with “left intentionally
blank.”  However, the narrative still remains under “left intentionally blank.”  Please
clarify or revise to remove it.

Form 8 -K filed January 31, 2014
Exhi bit 99.1

7. We note your response to comment 9 from our letter dated May 27, 2014.  Please file the
amended Form 8 -K.

You may contact Steve Lo, Staff Accountant at 202 -551-3394  or Nasreen Mohammed ,
Assistant Chief Accountant at 202 -551-3773  if you have questions regarding comments on the
financial statements and related matters and John Coleman , Mining Engineer at 202 -551-3610
regarding the engineering comments .

Sincerely,

 /s/Tia L. Jenkins

Tia L. Jenkins
Senior Assistant Chief Accountant
Office of Beverages, Apparel , and
Mining

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India Globalization Capital, Inc.

4336 Montgomery Avenue

Bethesda, Maryland 20814

Phone: 301-983-0998

Fax: 240-465-0273

June 24, 2014

VIA EDGAR

Securities and Exchange Commission

100 F. Street, N.E.

Washington, D.C. 20549

Attn:  Ms. Tia Jenkins

Senior Assistant Chief Accountant

Office of Beverages, Apparel and Mining

 Re:

India Globalization Capital, Inc.

Form 10-K for the Fiscal Year Ended March 31, 2013

Filed July 16, 2013

Form 8-K Filed January 31, 2014

Response Dated April 28, 2014

File No. 001-32830

Dear Ms. Jenkins:

This is our response to the SEC Staff’s comments in your letter of May 27, 2014 to India Globalization Capital, Inc. (“IGC”) regarding the above-referenced filings.  We intend to file an amended 10-K for the fiscal 2013 after all comments of the SEC staff are cleared.

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

Form 10-K for the Fiscal Year Ended March 31, 2013

General

1. We note your response to comment 3 from our letter dated April 2, 2014 and we partially reissue the comment.  Supplementally please provide the asset valuation for your mineral properties that you used to assess the materiality of these properties with respect to Industry Guide 7 property disclosure.  For the purposes of this materiality determination, your mining and processing operations are defined to include extraction and all later-stage processing (or beneficiation) and refining facilities in your vertically-integrated operations up to the point of significant commercial sales.

Additionally, we note your statement indicating that all revenues are associated with trading activities in India and China.  Please enhance the description of your trading business by including a brief summary of the tonnes and grade of material purchased, the tonnes and grade of material sold, the average cost of materials purchased, the average price of materials sold, and an overview of your trading operations, including infrastructure, pursuant to the Instructions to Item 102 of Regulation S-K.

IGC answer:

The Company is not engaged and doesn’t intent to engage in significant mining operations falling within the meaning of Industry Guide 7.  Our subsidiary in Inner Mongolia, in which we own 95% equity, has two beneficiation plants and one under construction. These plants were not operational in fiscal 2013.  Further, in fiscal 2013 the Company had no beneficiation activity. Our activity was limited to identifying sources for raw materials that could be purchased for processing using our plants.

In the table disclosed under Note 14 of our financial statements (reproduced below for your convenience), we show a total PP&E of $8,184,230.  Of this amount, the value of the three beneficiation plants in China including the one under construction (under capital work-in progress) is $8,116,570.

The plants are located on 2.2 square kilometers in southwest Linxi in the autonomous region of eastern Inner Mongolia, under the administration of Chifeng City, Inner Mongolia.  The plants are 250 miles from Beijing, 185 miles from Tianjin Port and 125 miles from Jinzhou Port and well connected by roads, planes and railroad.  The subsidiary has title to all the equipment and the lands on which the plants are located are rented from the farmers as per the rules in China.

NOTE 14 – PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment consist of the following:

As of March 31,

2013

2012

Land

$

12,069

$

11,226

Buildings

1,328,413

309,585

Plant and machinery

9,396,659

9,371,150

Furniture and fixtures

121,943

88,804

Computer equipment

217,659

219,110

Vehicles

569,352

474,622

Office equipment

166,924

228,794

Capital work-in-progress

4,288,468

3,918,729

$

16,101,488

  $

14,622,020

Less: Accumulated depreciation

 $

(7,917,258

)

  $

(6,130,224

)

 Total

$

8,184,230

$

8,491,796

Approximately 83% ($6.7 million) of our total revenue in fiscal 2013 was from trading of iron ore in China. The table below gives a brief overview of the trading operations in China:

Tons and Grade of Iron Ore purchased

Tons and Grade of Iron Ore Sold

Average Cost of Material Purchased

Average Price of Material Sold

57,985 tons of 61+% Fe content Iron ore

57,985 tons of 61+% Fe content Iron ore

$111 per ton

$115 per ton

The following are the relevant features of the trading activities carried out by our subsidiary in China:

1)

The company carries out its trading activity based on purchase orders placed by local buyers (local traders and steel mills) in and around Inner Mongolia and our Chinese subsidiary in turn places orders with its listed vendors, located locally. There are no long-term contracts both for the purchases and sales made by the subsidiary. During fiscal 2013, the subsidiary did not carry out any value addition to the iron ore sold and the purchases were made based on spot pricing of iron ore.

2)

With respect to the transportation and storage of goods, our subsidiary contracts with local transportation agents for the transportation of goods and rents space for storage of iron ore.  The infrastructure used for this operations are warehouses and pieces of secured land all which were rented.  We have no long term contracts for the warehouses or the secured land.

2. We note your response to comment 4 from our letter dated April 2, 2014 stating that you have an interest in five acres of property in India.  Additionally we note in certain instances in your disclosure you reference ownership in other properties.  For example on page 4 you disclose that through IGC Mining and Trading Private Limited (IGC-IMT) you operate iron ore shipping hubs and that through IGC Logistics, Private Limited (IGC-LPL) you conduct a quarrying business.  On page 5 of your proposed disclosure you state that in China you own and operate iron ore beneficiation plants and iron ore mines. Please advise.

IGC answer:

In India, through our subsidiary IGC-IMT, we maintained shipping hubs on both coasts that initially consisted of a rented loading area to store iron ore, some equipment to move iron ore as well as a rented office for the staff.  However, when the Indian mines were shut down we gave up the loading area and cut back to staff with no facilities. In fiscal 2013, we maintained a presence that included a skeleton staff with no facilities or properties in the anticipation that the mines in India will reopen.

Further, through our subsidiary IGC-MPL, the Company in previous years operated rock aggregate quarries and was in the quarrying business through partnerships that included facilities and rock aggregate quarries.  However, we downsized, sold the quarries and machinery and in all of fiscal 2013 we did not own or operate rock aggregate quarries. Still, in fiscal 2013, we maintained a skeleton staff with no facilities or properties, in the anticipation of infrastructure growth in India in the near future.

In China, the Company owns two beneficiation plants and one under construction. As explained in our response to comment one above, these assets are on our balance sheet both as PP&E and capital work-in-progress.  However in fiscal 2013 they were not used to beneficiate any iron ore and thus generated no revenue from operations. Our subsidiary in China has a business license to trade and beneficiate iron ore.  We do not have a mining license.  As such there is no mining activity.  Our activity thus far has been to search for an adequate supply of raw materials.

Item 1A.  Risk Factors, page 8

3. We note from your proposed disclosure for Item 9A, Controls and Procedures, in response to comment 5 of our letter dated April 2, 2014 that you state your Chief Executive Officer and Principal Accounting Officer now are unable to conclude that your disclosure controls and procedures were effective as of March 31, 2014.  Please further revise to state clearly whether your management concluded your disclosure controls and procedures were effective or not effective pursuant to Item 307 of Regulation S-K.  In addition, we re-issue our comment in part.  Please tell us how you evaluated these factors at March 31, 2013 in concluding that both disclosure controls and procedures under Item 307 of Regulation S-K and internal control over financial reporting under Item 308 of Regulation S-K were effective.

IGC answer:

Fiscal 2014:  Our initial conclusion on April 2, 2014 that disclosure controls and procedures were not effective as of March 31, 2014 is based on receiving comments from the Staff.  However, since then, we increased our staff with accounting experts, consultants and lawyers and now our management is able to conclude that our disclosure controls and procedures pursuant to Item 307 of Regulation S-K were effective for fiscal 2014.

Fiscal 2013: Management of the Company conducted a detailed review of disclosure controls and procedures and internal control over financial reporting using the criteria under the COSO Framework. Management conducted the review by using standard checklists taken from well-known and dependable sources, and by testing the internal controls while conducting walk through tests, test of sample transactions and through staff interviews. After this review, Management concluded that for fiscal 2013 the disclosure controls and procedures pursuant to Item 307 of Regulation S-K and internal control over financial reporting under Item 308 of Regulation S-K were effective.

However, based on receiving Staff’s comments for fiscal 2013, management has revised its position and now believes that the disclosure controls and procedures pursuant to Item 307 of Regulation S-K were not effective for fiscal 2013.

4. In your response to comment 5 of our letter dated April 2, 2014, you provided proposed disclosures that state “…..the SEC notified the Company of a potential material weakness in the internal controls……”  This proposed disclosure is not entirely accurate.  Please revise this proposed disclosure to state instead that we asked how you evaluated certain factors concerning your accounting personnel in reaching the conclusion that both disclosure controls and procedures and internal controls over financial reporting were effective at March 31, 2013.

IGC answer:

Please see below the proposed disclosure in Item 9A revised as per the Staff’s comments that we will include in the amendment to the Form 10-K for fiscal 2013:

Item 9A. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive and Principal Accounting Officer (“PAO”), carried out, an evaluation of the effectiveness of our “disclosure controls and procedures” (as defined in the Exchange Act Rules 13a-15(e) and 15-d-15(e)) for fiscal 2013.  Based upon that evaluation, the Chief Executive and the PAO concluded that as of March 31, 2013, our disclosure controls and procedures were not effective to ensure that information required to be disclosed by us in the reports that we filed or submitted under the Exchange Act (i) was recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms and (ii) was accumulated and communicated to our management, including our chief executive and PAO, as appropriate to allow timely decisions regarding required disclosure.

We have addressed this matter by hiring accountants with sufficient background in SEC reporting and filing requirements; formalizing accounting and reporting controls and procedures at all our operating units; and providing on-going training to all accounting staff.  In addition we have engaged a legal firm with extensive SEC reporting expertise and an individual with extensive SEC and GAAP reporting experience to review our disclosure controls and procedures and internal controls over financial reporting.

Our management, including our Chief Executive and PAO, do not expect that our disclosure controls and procedures or our internal controls will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, management’s evaluation of controls and procedures cannot provide reasonable assurance that all control issues and instances of fraud, if any, within fiscal 2013 have been detected.

Management's Report on Internal Control over Financial Reporting

Our Management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) promulgated under the Exchange Act. Those rules define internal control over financial reporting as a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles  and includes those policies and procedures that: 1) Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; 2) Provide reasonable assurance that transactions are recorded as necessary to permit preparation  of financial statements in accordance with generally accepted accounting principles, and that out receipts and expenditures are being made only in accordance with authorizations of our management and directors;  and 3) Provide reasonable assurance regarding prevention or timely  detection of unauthorized acquisitions, use or disposition our assets that could have a material effect on our financial statements.

Because of its inherent limitations, internal controls over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management assessed the effectiveness of our internal control over financial reporting and disclosure controls and procedures as of March 31, 2013. In making this assessment, our management used the criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO"). Based on our assessment, in light of the comments from the Staff of the SEC, and the fact that maintenance of our accounting records, controls and procedures and of our internal reporting controls and procedures are done by individuals who may not be experts in SEC reporting requirements, we have concluded that as of March 31, 2013, our internal control over financial reporting and disclosure controls and procedures were not effective.

This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit us to provide only management's report in this annual report.

Item 2. Properties page 11

5. We note your response to comment 7 from our letter dated April 2, 2014 and we partially reissue the comment.  Please provide this information for all geographic locations in which you operate, including India.  Please discuss any encumbrances in obtaining your permits.

IGC answer:

In fiscal 2013, our company operated

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India Globalization Capital, Inc.

4336 Montgomery Avenue

Bethesda, Maryland 20814

Phone: 301-983-0998

Fax: 240-465-0273

June 9, 2014

VIA EDGAR

Securities and Exchange Commission

100 F. Street, N.E.

Washington, D.C. 20549

Attn:  Ms. Tia Jenkins

Senior Assistant Chief Accountant

Office of Beverages, Apparel and Mining

 Re:

India Globalization Capital, Inc.

Form 10-K for the Fiscal Year Ended March 31, 2013

Filed July 16, 2013

Form 8-K Filed on January 31, 2014

Response Dated April 28, 2014

File No. 001-32830

Dear Ms. Jenkins:

On Monday June 9, 2014 we spoke with Staff Accountant Mr. Steve Lo and we were granted an extension of ten more business days for the filing of our response to the referenced comments.

We are very grateful for the Staff’s understanding. We will file our response by close of business on June 24, 2014.

Sincerely,

ss:

India Globalization Capital, Inc.

Ram Mukunda,

Chief Executive Office

May 27 , 2014

Via E -mail
Ram Mukunda
Chief Executive  Officer
India  Globalization Capital, Inc.
4336 Montgomery Ave.
Bethesda, M D 20814

Re: India  Globalization Capital , Inc.
 Form 10-K for the Fiscal Year Ended March 31 , 2013
Filed July 16 , 201 3
Form 8 -K Filed on January 31, 2014
Response Dated April 28 , 2014
File No. 001 -32830

Dear Mr. Mukunda :

We have reviewed your filings and response and we have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.

Please respond to this letter within ten business days by amending your filing, by
providing the request ed information, or by advising us when you will provide the requested
response.   If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing  any amendment to your filing and the information you provide in
response to these  comments, we may have  additional comments.

Form 10 -K for the Fiscal Year Ended March 31, 2013
General

1. We note your response to comment 3 from our letter dated April 2, 201 4 and we partially
reissue the comment.  Supplementally please provide the asset valuation for your mineral
properties that you used to assess the materiality of these properties with respect to
Industry Guide 7 property disclosure.  For the purposes of th is materiality determination,
your mining and processing operations are defined to include extraction and all later -
stage processing (or benefication) and refining facilities in your vertically -integrated
operations up to the point of significant commercia l sales.

Ram Mukunda
India  Globalization Capital, Inc.
May 27 , 2014
Page 2

 Additionally, we note your statement indicating that all revenues are associated with trading
activities in India and China.  Please enhance the description of your trading business by
including a brief summary of the tonnes  and grade of material purchased , the tonnes and grade of
material  sold, the average cost of materials purchased , the average price of materials  sold, and an
overview of your trading operations , including infrastructure,  pursuant to the Instructions to Ite m
102 of Regulation S -K.

2. We note your response to comment 4 from our letter dated April 2, 2014 stating that you
have an interest in five acres of property in India.  Additionally we note in certain
instances in your disclosure you reference ownership in other properties.  For example on
page 4 you disclose that through IGC Mining and Trading Private Limited (IGC -IMT)
you operate iron ore shipping hubs and that through IGC Logistics, Private Limited (IGC -
LPL) you conduct a quarrying business.  On page 5  of your proposed disclosure you  state
that in China you own and operate iron ore beneficiation plants and iron ore mines.
Please advise.

Item 1A.  Risk Factors, page 8

3. We note from your proposed disclosure for Item 9A, Controls and Procedures, in
response to comment 5 of our letter dated April 2, 2014 that you state your Chief
Executive Officer and Principal Accounting Officer now are unable to conclude that your
disclosure controls and procedures were effective as of March 31, 2014.  Please furthe r
revise to state clearly whether your management concluded your disclosure controls and
procedures were effective or not effective pursuant to Item 307 of Regulation S -K.  In
addition, we re -issue our comment in part.  Please tell us how you evaluated the se factors
at March 31, 2013 in concluding that both disclosure controls and procedure s under Item
307 of Regulation S -K and internal control over financial reporting under Item 308 of
Regulation S -K were effective.

4. In your response to comment 5 of our letter dated April 2, 2014, you provide d
proposed disclosures that state “…..the SEC notified the Company of a potential
material weakness in the internal control s……”  This proposed  disclosure is not
entirely ac curate.  Please revise this proposed disclosure to state instead that we
asked how you evaluated certain factors c oncerning your accounting personnel in
reaching the conclusion that both disclosure controls and procedures and internal
controls over financ ial reporting were effective at March 31, 2013.

Item 2. Properties page 11

5. We note you r response to comment 7 from our letter dated April 2, 2014 and we partially
reissue the comment.  Please provide this information for all geographic locations in
which you operate, including India.   Please discuss any encumbrances in obtaining your
permit s.

Ram Mukunda
India  Globalization Capital, Inc.
May 27 , 2014
Page 3

 Item 7. Management ’s Discussion and Analysis of Financial Condition and Results of
Operations, page 13 t
Result of Operations, page 18
Fiscal year ended March 31, 2013 compared to fiscal year ended March 31, 2012, page 18
Revenue, page 18

6. We note from your response to comment 9 of our letter date April 2, 2014 that your
Chinese subsidiary reported revenu e of $6 .7 million  which  contributed to an increase
in revenue by about 76% on a year -to-year basis for the year ended March 31, 2013.
Please revise page 18 of your proposed amendment to Form 10 -K to include your
response in the discussion of increase o f revenue.  In addition, provide additional
analysis to explain why the increase of your revenue was only $4.19 million in fiscal
2013 when your Chinese subsidiary reported $6.7 million of revenue in fiscal 2013
but no revenue reported in fiscal 2012.

Item 8. Financial Statements and Supplementary Data, page 21
Cons olidated Balance Sheets, page F -2

7. We note your proposed revision in response to comment 15 of our letter dated April
2, 2014 to present your goodwill in a separate line item from intangible assets.
However we note the previous amounts of $592,274 and $4,803,828 as of March 31,
2013 and 20 12, respectively, continue to be presented in your consolidated balance
sheet on page F -2.  Please delete these line amounts as you are presenting goodwill
and intangible assets twice on your balance sheet.  Please ensure your subtotals for
long term asset s are accurate .

Consolidated Statements of Cash Flows, page F -6

8. We note your revision for non -cash items on page F -6 in response to comment 17 of
our letter dated April 2, 2014.  Please further revise to clearly describe the line items
$501,300 for the  years ended March 31, 2013 and $2,232,618 for the year ended
March 31, 2012.  Please ensure your subtotals are correct.

Form 8 -K filed January 31, 2014
Item 8.01
Exhibit 99.1

9. We note your response to comment 25 from our letter dated April 2, 2014.  Only proven
or probable reserves may be disclosed in filings with the United States Securities and
Exchange Commission pursuant to the Instructions to Item 102 of Regulation S -K.
Please revise to remove any estimates of mineralized materials and any assoc iated
economic indicators derived from the mineralized material estimate.

Ram Mukunda
India  Globalization Capital, Inc.
May 27 , 2014
Page 4

You may contact Steve Lo, Staff Accountant at 202 -551-3394  or Nasreen Mohammed ,
Assistant Chief Accountant at 202 -551-3773  if you have questions regarding comments on the
financia l statements and related matters and John Coleman , Mining Engineer at 202 -551-3610
regarding the engineering comments .

Sincerely,

 /s/Tia L. J enkins

Tia L. Jenkins
Senior Assistant Chief Accountant
Office of Beverages, Apparel and
Mining

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India Globalization Capital, Inc.

4336 Montgomery Avenue

Bethesda, Maryland 20814

Phone: 301-983-0998

Fax: 240-465-0273

April 28, 2014

VIA EDGAR

Securities and Exchange Commission

100 F. Street, N.E.

Washington, D.C. 20549

Attn:  Ms. Tia Jenkins

Senior Assistant Chief Accountant

Office of Beverages, Apparel and Mining

 Re:

India Globalization Capital, Inc.

Form 10-K for the Fiscal Year Ended March 31, 2013

Filed July 16, 2013

Form 8-K Filed January 31, 2014

Form 8-K Filed February 6, 2014

Response Dated March 10, 2014

File No. 001-32830

Dear Ms. Jenkins:

This is our response to the SEC Staff’s comments in your letter of April 2, 2014 to India Globalization Capital, Inc. (“IGC”) regarding the above-referenced filings.

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

Company Website

1. Please explain the differences between the disclosure in your Form 10-K for the fiscal year ended 2013 and the disclosure on your company website. In this regard we note the references on your company website to reserves and statements regarding beneficiation plant and mine ownership.

IGC answer: We have undertaken a systematic review of all public disclosures including the web site so that they are consistent with our revised disclosures as per the Staff’s comments. As of now, the website displays an “under revision” message to let our investors know we are revising the site.

Form 10-K for the Fiscal Year Ended March 31, 2013

General

2. We note your response to comment 1 of our letter dated January 28, 2014 and we partially reissue the comment. Please tell us the basis for the reserve dollar value on page F-25 of your proposed revised disclosure.

IGC answer: We left this reference to “estimated reserves [are] worth over $200 million at current prices” since this information was given by and was referring to Aohan Banner Company and not to IGC or any of IGC’s subsidiaries. Aohan is an independent mine that provided this information to us in the context of a potential acquisition.  However, We agree to delete this reserve dollar value on page F-25 in its entirety.

3. We note your response to comments 4 through 7 of our letter dated January 28, 2014 stating that you have not disclosed any material properties. Supplementally please provide the asset valuation, net profits, and total revenues for these mineral operations to verify your statement of materiality. For the purposes of this materiality determination, your mining and processing operations are defined to include extraction and all later-stage processing and refining facilities in your vertically-integrated operations up to the point of significant commercial sales.

IGC answer: In the MD&A for FYE 2013 we make the following statements:

“The revenue reported for 2013 and 2012 is from trading of ore in India and China.  The Government of India has indicated that it will reopen the mines in fiscal 2013.  Our plants in China were intermittently open in fiscal 2013. We opened them on a test basis, while we await permission from the Government to reopen them under the new ownership of IGC and a new mining license.”

As stated we derived no revenue and no profit from any mining activity, including beneficiation in Fiscal 2013.  We had no extraction and no later-stage processing, or refining.   All of our revenue, as stated in the MD&A, was from trading activity in India and China. Trading activity is based on buying refined iron ore from suppliers and selling it to steel mills or brokers.

4. Additionally, supplementally please tell us about all properties in which you have an interest and discuss the activities at each of these properties.

IGC answer:  We have an interest in five acres of property in India.  This land currently belongs to Sricon in which we have a minority interest.  An ownership interest in part of this land is under discussion.   There is no activity on this property.  We have no properties on which there is any activity.

Item 1A. Risk Factors, page 8

5. We note your responses to comment 31 of our letter dated January 28, 2014. Based on your response, it appears you may not have accounting personnel with sufficient experience in maintaining your books and records and preparing financial statements in accordance with U.S. GAAP. Please provide us a draft risk factor to be included in future filings that describes the factors that impact your ability to prepare financial statements and maintain your books and records in U.S. GAAP. These factors would include, but are not limited to, the facts that your employees who have primary responsibilities of preparing and supervising the preparation of the financial statements under U.S. GAAP are located outside the U.S and do not have sufficient knowledge of and professional experience with U.S. GAAP and SEC rules and regulations. In addition, please tell us how you evaluated these factors at March 31, 2013 in concluding that both disclosure controls and procedures under Item 307 of Regulation S-K and internal control over financial reporting under Item 308 of Regulation S-K were effective.  To the extent additional disclosure is required on this matter in the upcoming Form 10-K, please provide us with draft disclosures in your response.

IGC answer:

In reviewing the Staff’s comments we will include three separate Risk Factors as shown below.  The first addresses the issue related to staffing, the second addresses the potential impact on our stock, and the third addresses potential delays in reporting.  Please see the draft disclosures below, for Risk Factors proposed for the upcoming Form 10-K:

Risk Related to Our Securities

We do not currently have accounting personnel with sufficient experience in maintaining books and records and preparing financial statements in accordance with U.S. GAAP and SEC rules and regulations.

Our accounting personnel are located, in Hong Kong, India, China and the U.S, primarily near our businesses, and they all do not have sufficient knowledge of and professional experience in maintaining books and records and preparing financial statements in accordance with U.S. GAAP and SEC rules and regulations. This may impact our ability to prepare financial statements and maintain our books and records in accordance with U.S. GAAP, and SEC rules and regulations, which will constitute a material weakness in our internal controls over financial reporting unless rectified.

Material weaknesses in our internal controls and financial reporting, and our lack of accounting personnel with sufficient U.S. GAAP experience may limit our ability to prevent or detect financial misstatements or omissions.  As a result, our financial reports may not always comply with U.S. GAAP and the Accounting Standards Codification.  Any material weakness, misstatement or omission in our financial statements will negatively affect the market, and price of our stock which could result in significant loss to our investors.

As reported earlier, our CFO is on indefinite leave due to health reasons.  Our current interim CFO does not have significant U.S. GAAP or SEC reporting experience. Our strategy to supplement the gap in in reporting knowledge or experience is to use the advisory services of experts, some of whom we have already hired and in the process of supplementing. Although we are actively seeking individuals with sufficient knowledge of U.S. GAAP and Accounting Standards Codification and SEC rules and regulations, qualified individuals with necessary language and geographic experience are proving to be difficult to find. Therefore, we may experience “weakness” and potential issues in implementing and maintaining adequate internal controls as required under Section 404 of the Sarbanes-Oxley Act. This “weakness” also includes a deficiency, or combination of deficiencies, in internal controls over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis.  Management has identified a weakness relating to the Company not having sufficient experienced personnel with the requisite technical skills and working knowledge of the application of U.S. GAAP, particularly with our reporting in China.  Projections of any evaluation of effectiveness to future periods are also subject to the risk that controls may become inadequate because of new acquisitions, changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.  This may result in significant deficiencies or material weaknesses in our internal controls, which could affect the reliability of our financial statements and prevent us from complying with SEC rules and regulations.  Failure to comply or adequately comply with any laws, rules, or regulations applicable to our business may result in fines or regulatory actions, which may materially adversely affect our business, results of operation, or financial condition and could result in delays in achieving either the effectiveness of a registration statement or the development of an active and liquid trading market for our Common Stock.  To the extent that the market place perceives that we do not have a strong financial staff and financial controls, the market for and price of our stock may be impaired.

We incur costs as a result of operating as a public company.  Our management is required to devote substantial time to new compliance initiatives.  Because we report in U.S. GAAP, we may experience delays in closing our books and records, and delays in the preparation of financial statements and related disclosures.

As part of a public company with substantial operations in foreign countries, we are experiencing an increase in legal, accounting and other expenses.  In addition, the new rules implemented by the SEC and the NYSE MKT have imposed various requirements on public companies, including requiring changes in corporate governance practices.  Our management and other personnel need to devote a substantial amount of time to these compliance initiatives.  We have completed the testing of internal controls in all our subsidiaries in India and China.  We expect to take actions that include the curtailment of activity whose reporting and compliance costs exceed any present or future shareholder benefit.  We also anticipate installing improved systems and processes. However, we cannot be certain as to the timing or completion of the remediation actions, or their full impact on our operations.  Furthermore, it is difficult to hire personnel in India and China who have sufficient experience with U.S. GAAP and SEC rules and regulations. To compensate, we have hired several competent consultants to help review our internal reporting and disclosures, and to train our Indian and Chinese staff in SEC reporting and U.S. GAAP.  We do not foresee a problem other than the time and increased cost required to hire qualified individuals, complete the training and to implement the improved processes.  However, until then we may experience delays in the preparations of financial statements and related disclosures.

Please see the below additional draft disclosures for Internal Controls and Procedures proposed for the amendment to the FYE March 31, 2013 10-K and for the upcoming Form 10-K for Fiscal year ended March 31, 2014, with the corresponding anticipated dates:

Item 9A. Controls and Procedures

Disclosure controls and procedures are defined by Rules 13a-15(e) and 15d-15(e) of the Exchange Act as controls and other procedures that are designed to ensure that information required to be disclosed by us in reports filed with the SEC under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in reports filed under the Exchange Act is accumulated and communicated to our management, including our principal executive and interim principal financial officers, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure.

As of March 31, 2014, management conducted an evaluation (under the supervision and with the participation of the chief executive officer and the principal accounting officer), pursuant to Rules 13a-15(e) or 15d-15(e) promulgated under the Exchange Act, of the effectiveness of the Company’s disclosure controls and procedures as of March 31, 2014.  As part of such evaluation, management considered the matters discussed below relating to internal control over financial reporting.  A material weakness in internal control over financial reporting (as defined in Auditing Standard No. 5 of the Public Company Accounting Oversight Board) is a significant deficiency, or combination of significant deficiencies, that results in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected by the entity’s internal control.

On April 2, 2014, the SEC notified the Company of a potential material weakness in the internal controls due to the lack of accounting personnel with enough experience in US GAAP and SEC rules and regulations. After a review of the circumstances, the Chief Executive Officer and Principal Accounting Officer are now unable to conclude that the Company’s disclosure controls and procedures were effective as of March 31, 2014.

Changes in Internal Control Over Financial Reporting

There have not been any changes in the Company's internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fiscal period to which this report relates that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting. However, the Company is in the process of taking steps to rectify the material weaknesses raised by the lack of accounting personnel with extensive experience with US GAAP and SEC rules and regulations. The Company’s management has heightened its diligence in addressing the Company’s disclosure controls and, throughout the period subsequent to the identification of such material weakness, management and is in the process of adding additional measures to improve and evaluate the effectiveness of its controls over financial reporting.  These measures include the completion of checklists by the Company, its securities counsel and its independent auditors with respect to the accounting and reporting standards, engaging external experts of U.S. GAAP to assist in the preparation and review of financial statements. The Company has and expects to continue to provide U.S. GAAP and reporting training for our India-based accounting staff.  Currently, we continue to rely on manual steps for the consolidation of our financial statements and expect to address the systems aspects in the future as part of our continued effort to eliminate errors and significantly remediate deficiencies in our internal controls over financial reporting. The Company is in the process of engaging additional consultants with the requisite experience with SEC accounting requirements to assist in the Company’s disclosure and its filings.

Limitations on the Effectiveness of Disclosure Controls and Procedures

The Company’s management, including the Company’s CEO and PAO, does not expect that the Company’s internal control over financial reporting will prevent all errors and all fraud. Because of its inherent l

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India Globalization Capital, Inc.

4336 Montgomery Avenue

Bethesda, Maryland 20814

Phone: 301-983-0998

Fax: 240-465-0273

April 15, 2014

VIA EDGAR

Securities and Exchange Commission

100 F. Street, N.E.

Washington, D.C. 20549

Attn:  Ms. Tia Jenkins

Senior Assistant Chief Accountant

Office of Beverages, Apparel and Mining

 Re:

India Globalization Capital, Inc.

Form 10-K for the Fiscal Year Ended March 31, 2013

Filed July 16, 2013

Form 8-K Filed January 31, 2014

Form 8-K Filed February 6, 2014

Response Dated March 10, 2014

File No. 001-32830

Dear Ms. Jenkins:

On Tuesday April 15, 2014 we spoke with Assistant Chief Accountant Ms. Nasreen Mohammed, and we were granted an extension of ten more business days for the filing of our response to the referenced comments.

We are very grateful for the Staff’s guidance, discussions over the phone, and understanding of our situation. We will file our response by April 29, 2014.

Sincerely,

ss:

India Globalization Capital, Inc.

Ram Mukunda,

Chief Executive Office

April 2 , 2014

Via E -mail
Ram Mukunda
Chief Executive  Officer
India  Globalization Capital, Inc.
4336 Montgomery Ave.
Bethesda, MD   20814

Re: India  Globalization Capital , Inc.
 Form 10-K for the Fiscal Year Ended March 31 , 2013
Filed July 16 , 201 3
Form 8 -K Filed on January 31, 2014
Form 8 -K Filed on February 6, 2014
Response Dated March 10, 2014
File No. 001 -32830

Dear Mr. Mukunda :

We have reviewed your filings and response and we have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.

Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response.   If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why  in your response.

After reviewing any amendment to your filing and the information you provide in
response to these  comments, we may have  additional comments.

Company Website

1. Please explain the differences between the disclosure in your Form 10 -K for the fiscal
year ended 2013 and the disclosure on your company website.  In this regard we note the
references on your company website to reserves and statements regarding benefication
plant and mine ownership.

Form 10 -K for the Fiscal Year Ended Marc h 31, 2013
General

2. We note your response to comment 1 of our letter dated January 28, 2014 and we
partially reissue the comment.  Please tell us the basis for the reserve dollar value on page
F-25 of your proposed revised disclosure.

Ram Mukunda
India  Globalization Capital, Inc.
April 2 , 2014
Page 2

3. We note your response to comments 4 through 7 of our letter dated January 28, 2014
stating that you have not disclosed any material properties.  Supplementally please
provide the asset valuation, net profits, and total revenues for these mineral operations  to
verify your statement of materiality.  For the purposes of this materiality determination,
your mining and processing operations are defined to include extraction and all later -
stage processing and refining facilities in your vertically -integrated oper ations up to the
point of significant commercial sales.

4. Additionally, supplementally please tell us about all properties in which you have an
interest and discuss the activities at each of these properties.

Item 1A.  Risk Factors, page 8

5. We note yo ur responses to comment 31 of our letter dated January 28, 2014.   Based on
your response, it appears you may not have accounting personnel with sufficient
experience in maintaining your books and records and preparing financial statements in
accordance wit h U.S. GAAP.   Please provide us a draft risk factor to be included in
future filings that describes the factors that impact your ability to prepare financial
statements and maintain your books and records in U.S. GAAP.   These factors would
include, but are  not limited to, the facts that your employees who have primary
responsibilities of preparing and supervising the preparation of the financial statements
under U.S. GAAP are located outside the U.S and do not have sufficient knowledge of
and professional e xperience with U.S. GAAP and SEC rules and regulations.   In addition,
please tell us how you evaluated these factors at March 31, 2013 in concluding that both
disclosure controls and procedures under Item 307 of Regulation S -K and internal control
over fin ancial reporting under Item 308 of Regulation S -K were effective.   Please explain
how any mitigating factors overcame the perceived risks.   To the extent additional
disclosure is required on this matter in the upcoming Form 10 -K, please provide us with
draft disclosures in your response.

Item 2.   Properties ,  page 11

6. We note your response to comment 8 of our letter dated January 28, 2014.  Please include
a statement disclosing that you currently have no exploration plans and clarify if your
intention is to define mineral reserves pursuant to the Industry Guide 7 definitions.

7. We note your response to comm ent 9 of our letter dated January 28, 2014 and we reissue
the comment.  Please provide an overview of the exploration and mining permit
requirements.  If unknown, clearly disclose this fact and discuss the preliminary nature of
the activities on your prope rties.

Ram Mukunda
India  Globalization Capital, Inc.
April 2 , 2014
Page 3

 Item 7.  Management’s Discussion and Analysis of Financial Condition and Results of
Operations, page 13
Result of Operations, page 18
Fiscal year ended March 31, 2013 compared to fiscal year ended March 31, 2012, page 18

8. We note the discussion of result of operations is not included in its entirety in the
proposed revision to your Form 10 -K.  Please provide your proposed revision in your
next response.

Revenue, page 18

9. We note your response to comment 13 of our letter dated Januar y 28, 2014.  We re -
issue the comment.  Please revise to discuss the primary drivers that are responsible
for the underlying significant increase of your revenue and discuss whether the
overall increase is attributable to increases in prices or increases in  the volume of
trading of ore in India and China.  Refer to Item 303(a)(3)(iii) of Regulation S -K.

10. We note your response to comment 14 of our letter dated January 28, 2014 , which
refers to prop osed disclosure on page 18 of the draft Form 10 -K; however page 18
appears to hav e been omitted from the draft.  Please provide us your proposed
disclosure.

Cost of Revenue, page 18

11. We note your response to comment 15 of our letter dated January 28, 2014.  Please
revise to provide a robust discussion of the relationship be tween revenue and cost of
revenue to explain why revenue increased a pproximately 91%, but cost of revenue
only increased approximately  35%.  Please discuss and also quantify to the extent
practicable  the changes in your products/services mix to s upport your discussion.
For example, we note that trading iron ore is 90% of your revenue while construction
is only 10% in the year ended March 31, 2013 .  Please provide us your revised
discussion.

Balance sheet explanations, page 19

12. We note your respon se to comment 16 of our letter dated January 28, 2014.  Please
revise to discuss why your revenue of $8.03 million in fiscal 2013 resulted in less
accounts receivable than your revenue of only $4.19 million in fiscal 2012.  In this
regard, discuss the natu re of your revenue that resulted in receivable and describe the
credit terms in these two years.

13. We note your response to prior comment 15 on the additions and collections of your
accounts receivable.  Please provide a roll -forward of your accounts receiv able
balance from the January 1, 2012 to December 31, 2013 that reconciles to amounts
in the financial statements.

Ram Mukunda
India  Globalization Capital, Inc.
April 2 , 2014
Page 4

 Report of Independent Registered Public Accounting Firm, page F -1

14. We note you provide the audit report from Yoganandh &  Ram in response to
comment 18 of our letter dated January 28, 2014.  However we note the year is
missing for the audit of the consolidated balance sheets.  Please provide the year for
the audit of your consolidated balance sheets in the audit report.

Consolidated Balance Sheets, page F -2

15. We note your proposed disclosure in response to comment 19 of our letter dated
January 28, 2014.  Please further revise your consolidated balance sheets to present
your goodwill in a separate line item pursuant to ASC 35 0-20-45-1.

16. We note your response to comment 20 of our letter dated January 28, 2014 that you
did not provide allowances for doubtful accounts as of March 31, 2012 or 2013.
Please further revise your proposed revision on page F -13 to state that there were  no
allowances for doubtful accounts for the year ended March 31, 2012 and 2013.

Consolidated Statements of Cash Flows, page F -6

17. We note your proposed disclosure in response to comment 21 of our letter dated
January 28, 2014 to explain the non -cash inter est expense presented in the
consolidated statements of cash flows.  Please further explain why you present
$114,654 as non -cash interest expense for the year ended March 31, 2013 when you
state in your response that $501,300 was paid as non -cash interest expense in fiscal
2013.

18. We note from your response to comment 21 of our letter dated January 28, 2014 that
you paid cash for your interests of $32,582 and $239,451 in fiscal2013 and 2012,
respectively.  Please clarify why you show “Nil” for the amounts of  cash paid for
interest in the supplementary information of your consolidated statements of cash
flows.

Ram Mukunda
India  Globalization Capital, Inc.
April 2 , 2014
Page 5

 Note 1 – Nature of Operations and Basis of Presentation, page F -7
c)  Our Securities, page F -9

19. We note your response to comment 23  of our letter dated  January 28, 2014.  Please
address the following:

 We note you present “non -cash items” at the bottom of your consolidated
statements of cash flows on page F -16 for years ended March 31, 2013 and 2012.
We also note from your response that the Note was ret ired as of March 24, 2012
and you accounted for the retirement of the Note in fiscal 2012.  However, you
present “Nil” at the “Non -cash items” of your consolidated statements of cash
flows for year ended March 31, 2012.  Please clarify or revise accordingl y.  In
addition, if you retired your note on March 24, 2012 as you state in your
response, please clarify, or revise accordingly in your amendment, why you
disclose the date of “April 5, 2012” on page F -19 that you retired such note in the
amount of $2,232 ,617.79.

 Explain  how you derived the amount of $501,300 as the fair value of 334,200
shares of common stock , tell us how you accounted for the exchange, and how
you calcu lated the amount of gain or loss, if any .

 Disclose the number of shares issued to retire the Oliveria Note and the amount
of the fair value assigned to these shares.  In addition, disclose the amount of
gain or loss recognized and how it was cal culated.

Note 2 – Significant Accounting Policies, page F -10

20. We inform you that the proposed amendment attached in your response to our
comment letter dated January 28, 2014 does not contain paragraphs d) through h)
under Note 2.  Please provide a complete Note 2 in your next draft .

Note 19 – Segment Information, page F -23

21. We note your proposed disclosure in response to comment 28 of our letter dated
January 28, 2014.  Please revise your proposed presentation for the revenue in
geographic area to separately present the amoun t of revenue earned in India, if the
amount of revenue earned in India is material to your consolidated revenue.  Refer to
ASC 280 -10-50-41(a).  In addition, your proposed presentation does not indicate you
earned revenue from Mongolia.  Please clarify whe ther you earned revenue from
Mongolia as we also note form page five that you supply iron ore to steel mills in
Inner Mongolia.

Ram Mukunda
India  Globalization Capital, Inc.
April 2 , 2014
Page 6

 Note 23 – Certain Aged Receivables, page F -25

22. We note you provide a proposed revision in response to comment 30 of our letter
dated January 28, 2014.  You state “[t]hese aged receivables were decreased from
$2.03 million to $0.5 million in 2013 because [you] realized the arbitration award
amounting to $1.5 million from National Highw ay Authority of India in December
2012.”   Please revise to explain how these receivables were realized, i.e., receipt of
payment or  other means.

Exhibits 23.1 and 23.2

23. We note from your response to comment 32 of our letter dated January 28, 2014 that
you have revised your two auditors’ report covering the 2012 and 2013 financial
statements to include the required consents to the incorporation by reference to the
Form S -3.  Please note the auditor consent should be revised and signed by your
auditor.  Please confirm to us that your auditors will revise and sign their consents to
comply with our prior comment 32 and include their updated auditor consents in
your amendment.

Exhibit 31.1 and Exhibit 31.2

24. We remind you to include updated certifications when you file your amendment to
Form 10 -K for the fiscal year ended March 31, 2013.

Form 8 -K Dated January 31, 2014
Exhibit 99.1

25. We note your disclosure of mineral  reserves and estimates thereof with respect to your
off-take agreement.  Supplementally tell us the basis for the reserve estimate and
associated values.

Form 8 -K Dated February 6, 2014
Exhibit 99.1

26. We note your disclosure regarding projected  2014 production, revenue, and profit in the
investor presentation materials furnished to the commission.  Please tell us the basis for
these production estimates.

Ram Mukunda
India  Globalization Capital, Inc.
April 2 , 2014
Page 7

You may contact Steve Lo, Staff Accountant at 202 -551-3394  or Nasreen Mohammed ,
Assistant Chief Accountant at 202 -551-3773  if you have questions regarding comments on the
financial statements and related matters and John Coleman , Mining Engineer at 202 -551-3610
regarding the engineering comments .

Sincerely,

 /s//Tia L. Jenkins

Tia L. Jenkins
Senior Assistan t Chief Accountant
Office of Beverages, Apparel , and
Mining

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India Globalization Capital, Inc.

4336 Montgomery Avenue

Bethesda, Maryland 20814

Phone: 301-983-0998

Fax: 240-465-0273

March 10, 2014

VIA EDGAR

Securities and Exchange Commission

100 F. Street, N.E.

Washington, D.C. 20549

Attn:  Ms. Tia Jenkins

Senior Assistant Chief Accountant

Office of Beverages, Apparel and Mining

 Re:

India Globalization Capital, Inc.

Form 10-K for the Fiscal Year Ended

March 31, 2013

Filed July 16, 2013

Form 8-K Filed July 1, 2013

File No. 001-32830

Dear Ms. Jenkins:

This is our response to the SEC Staff’s comments in your letter of January 28, 2014 to India Globalization Capital, Inc. (“IGC”) regarding the above-referenced filings.

Please note that the Company has spoken with Mr. John Coleman, the Mining Engineer, to clarify the issues raised in your comments one through eleven.

If the proposed revisions to the Form 10-K set forth in this letter and attached proposed amended Form 10-K for the Fiscal Year Ended March 31, 2013 are acceptable to you, we will file the required Form 10-K/A as soon as possible.

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

Form 10-K for the Fiscal Year Ended March 31, 2013

General

1.

We note your disclosure of estimated values associated with mineral reserves.  For instance on page 4 you state that four properties have an estimated $500 million of iron ore reserves calculated at a price of $125 per metric ton.  Please note that estimated values of reserves should only be included in your filing if supported by a final bankable feasibility study using the historical three-year average commodity price.

IGC response: We agree. We will no longer use words that are defined in Industry Guide 7.  We have scanned the Form 10-K for “estimated reserves” and “reserves”.  These occur in two places that are relevant to the Staff’s comment:

·

Page 4 of Form 10-K:  The reference will be deleted as shown in the attached proposed amended Form 10-K.

·

Page 7 of Form 10-K:  The reference will be deleted as shown in the attached proposed amended Form 10-K.

2.

Please forward to our engineer as supplemental information and not as part of your filing, your information that establishes the legal, technical, and economic feasibility of your materials designated as reserves, as required by paragraph (c) of Industry Guide 7.  The information requested includes, but is not limited to:

·

Property and geologic maps

·

Description of your sampling and assaying procedures

·

Drill-hole maps showing drill intercepts

·

Representative geologic cross-sections and drill logs

·

Description and examples of your cut-off calculation procedures

·

Cutoff grades used for each category of your reserves and resources

·

Justifications for the drill hole spacing used to classify and segregate proven and probable reserves

·

A detailed description of your procedures for estimating reserves

·

Copies of any pertinent engineering or geological reports, and executive summaries of feasibility studies or mine plans which including the cash flow analyses

·

A detailed permitting and government approval schedule for the project, particularly identifying the primary environmental or construction approval(s) and your current location on that schedule.

Please provide this information on a CD, formatted as Adobe PDF files.  Please also provide the name and phone number for a technical person whom our engineer may call if he has technical questions about your reserves.  You may ask to have this information returned by making a written request at the time it is furnished, as provided in Rule 12b-4 of Regulation 12B.  If you have questions concerning the above request, please contact John Coleman, Mining Engineer at (202) 551-3610.

IGC response: We currently do not have a U.S. based study.  We have spoken with Mr. Coleman and have agreed that references to reserves will be removed from our filings until the studies have been completed.  We note that there are only two places where we refer to “reserves” and the references are on Page 4 and Page 7.  We agree to remove both references.

3.

Please be advised that if your company does not have a mineral reserve you must be in the exploration stage pursuant to the definitions in paragraph (4) of Industry Guide 7. As such, your filing should be substantially revised to remove terms such as production, development, and ore so that readers understand that you are an exploration stage company without a mineral reserve.

IGC response: We agree.  We have scanned the document for key words and revised the document as shown in the attached proposed amendment to Form 10-K:

·

Production”: We will replace this word with “beneficiation.”

·

“Development”: We believe that there are no uses in Form 10-K that fall within the meaning or spirit of Industry Guide 7.

·

“Ore”: We use the expression “iron ore” and not the word “ore” by itself to describe what we do.  We propose to make the changes shown in the attachment.

·

“Property/Properties”: We propose the changes tracked on Page 4.

·

“Mining activities” and “mines”: We propose the changes tracked on the attachment and explicitly state that we have no reserves.

·

“Reserves”: We propose the changes on pages 4 and 7.

Item 2. Properties page 11

4.

Please insert a small-scale map showing the location and access to each property, as suggested in paragraph (b)(2) of Industry Guide 7.

IGC response: As we do not identify material properties we are not including any small-scale maps.

5.

Please disclose the information regarding your land and mineral rights for each of your material properties pursuant to paragraph (b)(2) of Industry Guide 7.  If you have identified properties in your filing that are not material, include a statement to that effect in your disclosure and clarify your intentions.  For each material property include the following information:

·

The nature of your ownership or interest in the property.

·

A description of all interests in your properties, including the terms of all underlying agreements and royalties.

·

An outline of the process by which mineral rights are acquired at the location including details concerning the basis of entitlement and duration of your mineral rights, surface rights, mining claims or concessions.

·

An indication of the type of rights or claims such as placer or lode, exploration or exploitation, State or Federal, patented or unpatented, lease or concession.

·

Please include certain identifying information, such as the property names, claim numbers, grant numbers, mining concession name or number, and dates of recording and expiration such that your claims may be distinguished from other claims that may exist in the area or your properties. If necessary, include this information as an exhibit to your filing.

·

The conditions that must be met to retain your rights, claims or leases, including the quantification and timing of all necessary payments.

·

The area of your claims, either in hectares or in acres.

IGC response: We do not disclose any material properties.

6.

Please disclose the information required under paragraph (b) of Industry Guide 7 for all material properties listed under this heading.  For any properties identified that are not material, please include a statement to that effect, clarifying your intentions.  For each material property include the following information:

·

The location and means of access to your property, including the modes of transportation utilized to and from the property.

·

A brief description of the rock formations and mineralization of existing or potential economic significance on the property.

·

A description of any work completed on the property and its present condition.

·

The details as to modernization and physical condition of the plant and equipment, including subsurface improvements and equipment.

·

A description of equipment, infrastructure, and other facilities.

·

The current state of exploration of the property.

·

The total costs incurred to date and all planned future costs.

·

The source of power and water that can be utilized at the property.

If applicable, provide a clear statement that the property is without known reserves and the proposed program is exploratory in nature.

IGC response: We do not disclose any material properties.

7.

Please expand your disclosure concerning the exploration plans for the properties as required by paragraph (b)(4)(i) of Industry Guide 7.  The exploration plan should address the following points:

·

Disclose a brief geological justification for each of the exploration projects written in non-technical language.

·

Give a breakdown of the exploration timetable and budget, including estimated amounts that will be required for each exploration activity, such as geophysics, geochemistry, surface sampling, drilling, etc. for each prospect.

·

If there is a phased program planned, briefly outline all phases.

·

If there are no current detailed plans to conduct exploration on the property, disclose this prominently.

·

Disclose how the exploration program will be funded.

·

Identify who will be conducting any proposed exploration work and disclose their qualifications.

IGC response: We do not disclose any properties.

8.

In an appropriate section of your filing, provide a brief description of the QA/QC protocols including sample preparation, controls, custody, assay precision and accuracy as it relates to your exploration plans. This would apply to exploration and operational analytical procedures. In your response please indicate the location of this disclosure.

IGC response: We currently have no exploration plans. We agree to disclose this information when we have exploration plans.

9.

Please provide an overview of the exploration and mining permit requirements for companies operating in the countries in which you have projects.  Include in you overview the permits required to explore or mine, any fees or bonding requirements necessary to explore or mine, the Government agencies responsible for any applicable permits, and a discussion pertaining to the time frame to obtain any permits or approvals to explore or mine.  In your response clearly describe the permits that have been issued to your company.

IGC response: We have no plans for exploration.  We agree to disclose this information when we have plans for exploration.

10.

For each of your mines and processing facilities please disclose your annual production, including the tons and grade of the materials, and the capacity and utilization of your facilities pursuant to the Instructions of Item 102 of Regulation S-K.

IGC response:  We have no mines or mine processing facilities. We have beneficiation plants that were not operating in FYE 2013. The MD&A on Page 18 states “The revenue reported for 2013 and 2012 is from trading of ore in India and China.” We make no reference to production or processing. We believe that this disclosure does not apply. However, we agree that in the future we will disclose this information once the beneficiation plants are operational.

11.

Please summarize the capital expenditures for your projects including the type and amount of the expenditure.

IGC response:  We have no planned capital expenditure related to exploration, development or production.

Item 7.     Management's Discussion and Analysis of Financial Condition and Results of Operations, page 13

Critical Accounting Policies and Estimates, page 16

12.

We note your policy for revenue recognition from construction/project related activity and contracts for supply/commissioning of complex plant and equipment. We also note on page F-13 you have Build-Operate-Transfer (BOT) Contracts.  We note that there is an extended time period before you collect on some of these revenues.  Tell us and revise to provide the following:

·

A sufficiently detailed explanation of how you recognize revenue on these contracts, how you account for billings and costs and where these accounts are presented on the balance sheet.  Provide the age of this long-term receivable and the effect that customer verification and approval have on collection and revenue recognition.

IGC response: The reference to Long Term receivables on page F-13 is from a BOT contract that was in Sricon. We no longer own a majority of Sricon and therefore there are no BOT contracts on our balance sheet. Further, we do not have any long-term receivables. We agree to remove the reference.

·

Please disclose the amount of your long-term accounts receivable discussed on page F-13 for the periods presented and clarify which line item of your consolidated balance sheets includes these amounts.

IGC response: We have no long-term accounts receivables in FYE 2013. We propose to remove item l) Accounts –Long Term from future filings if there is none to report or disclose any related existing amounts as detailed as required above.

Result of Operations, page 18

Fiscal year ended March 31, 2013 compared to fiscal year ended March 31, 2012, page 18

Revenue, page 18

13.

We note your revenue has increased about 91.2% in fiscal 2013 from fiscal 2012.

Please revise to discuss the primary drivers that are responsible for the underlying increase of your revenue and discuss whether the overall increase is attributable to increases in prices or increases in the volume of trading of ore in India and China. Refer to Item 303(a)(3)(iii) of Regulation S-K.

IGC response: The increase in revenue in fiscal year ended March 31, 2013 is mainly due to an increase in the volume of trading of iron ore.

14.

We note you disclose that the revenue reported for fiscal 2013 and fiscal 2012 is from “trading of ore in India and China.”  However, we also note form page seven that your subsidiary, TBL, contributed 10% of your revenue in construction area for the year ended March 31, 2013.  Please clarify the inconsistent disclosures or revise your discussion of revenue to include revenue generated from your construction business.

IGC response: Total revenue was $8.03 million for the year ended March 31, 2013, as compared to $4.19 million for the year ended March 31, 2012, an increase of 91.2%.  For fiscal 2013, about $7.2 million is from trading of iron ore in India and China and about $.84 million is from construction work done in India. Please see the revision to our disclosure on the attached proposed amendment to Form 10-K for fiscal year ended March 31, 2013.

Cost of Revenue, page 18

15.

We note your revenue increased 91.2% but cost of revenue increased only about 34.8% in 2013 from 2012.  In addition, your cost of revenue as a percentage of revenue also decreased in fiscal 2013.  Please revise your disclosure to describe the cost components included in your cost of revenues for the periods reported and discuss any events that caused the material change in the relationship between costs and revenue. Refer to Item 303(a)(3)(ii) of Regulation S-K.

IGC response: The cost of revenue decreased in fiscal 2013 as a percentage of revenue. The decrease is primarily because the cost associated with the construction revenue realized as a result of a court order in fiscal 2013 was booked in a prior year. Therefore the cost of overall revenue as a percentage of overall revenue decreased for fiscal 2013 over that of fiscal 2012.

Please see the revision to our disclosure on the attached proposed amendment to Form 10-K for fiscal year ended March 31, 2013.

Balance sheet explanations, page 19

16.

We note from page F-2 that your accounts receivable, net of allowances has decreased about 35%, but your revenue has increased 81.2% in fiscal 2013 from 2012.  Please describe your accounts receivable and discuss t

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India Globalization Capital, Inc.

4336 Montgomery Avenue

Bethesda, Maryland 20814

Phone: 301-983-0998

Fax: 240-465-0273

February 24, 2014

VIA EDGAR

Securities and Exchange Commission

100 F. Street, N.E.

Washington, D.C. 20549

Attn:  Ms. Tia Jenkins

Senior Assistant Chief Accountant

Office of Beverages, Apparel and Mining

Re:

India Globalization Capital, Inc.

Form 10-K for the Year Ended

March 31, 2013 Filed July 16, 2013

Form 8-K  Filed July 1, 2013

File No. 1-32830

Dear Ms. Jenkins:

On Friday February 21, 2014 we spoke with Assistant Chief Accountant Ms. Nasreen Mohammed, and we were granted an extension of ten more business days for the filing of our response to the referenced comments.

We are very grateful for the Staff’s guidance, discussions over the phone, and understanding of our situation. We will file our response by March 10, 2014.

Sincerely,

ss:

India Globalization Capital, Inc.

Ram Mukunda,

Chief Executive Office

CORRESP
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India Globalization Capital, Inc.

4336 Montgomery Avenue

Bethesda, Maryland 20814

Phone: 301-983-0998

Fax: 240-465-0273

February 10, 2014

VIA EDGAR

Securities and Exchange Commission

100 F. Street, N.E.

Washington, D.C. 20549

Attn:  Ms. Tia Jenkins

Senior Assistant Chief Accountant

Office of Beverages, Apparel and Mining

Re:

India Globalization Capital, Inc.

Form 10-K for the Year Ended

March 31, 2013 Filed July 16, 2013

Form 8-K  Filed July 1, 2013

File No. 1-32830

Dear Ms. Jenkins:

On Friday February 7, 2014 we spoke with the Staff and we were granted an extension to February 24, 2014 for the filing of our response to the referenced comments.

We are grateful for the Commission’s quick response and discussions over the phone. While we are a very small company, I can assure you that we are striving to ensure compliance and disclosures that are consistent with best practices of larger filers.

Sincerely,

ss:

India Globalization Capital, Inc.

Ram Mukunda,

Chief Executive Office

January 2 8, 2014

Via E -mail
Ram Mukunda
Chief Executive  Officer
India  Globalization Capital, Inc.
4336 Montgomery Ave.
Bethesda, MD 20814

Re: India  Globalization Capital , Inc.
 Form 10-K for the Fiscal Year Ended
March 31 , 2013
Filed July 16 , 201 3
Form 8 -K Filed July 1, 2013
File No. 001 -32830

Dear Mr. Mukunda :

We have limited our review to only your financial statements and related disclosures and
do not intend to  expand our review to other portions of your document  and we have the
following comments.  In some of our comments, we may ask you to provide us with information
so we may better understand your disclosure.

Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response.   If you do not believe our comments apply to your facts and circumstance s or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these  comments, we may have  additional comments.

Form 10 -K for the Fiscal Year Ended March 31, 2013
General

1. We note your disclosure of estimated values associated with mineral reserves.  For
instance on page 4 you state that four properties have an estimated $500 million of iron
ore reserves calculated at a price of $125 per  metric ton.  Please note that estimated
values of reserves should only be included in your filing if supported by a final bankable
feasibility study using the historical three -year average commodity price.

2. Please forward to our engineer as supplemental information and not as part of your filing,
your information that establishes the legal, technical, and economic feasibility of your
materials designated as reserves, as required by paragraph (c)  of Industry G uide 7 .  The
information requested includes, but is not limited to:

Ram Mukunda
India  Globalization Capital, Inc.
January 28, 2014
Page 2

 Property and geologic maps

 Description of your sampling and assaying procedures

 Drill -hole maps showing drill intercepts

 Representative geologic cross -sections and drill logs

 Descript ion and examples of your cut -off calculation procedures

 Cutoff grades used for each category of your reserves and resources

 Justifications for the drill hole spacing used to classify and segregate proven and
probable reserves

 A detailed description of y our procedures for estimating reserves

 Copies of any pertinent engineering or geological reports, and executive summaries
of  feasibility studies or mine plans which including the cash flow analyses

 A detailed permitting and government approval schedule for the project, particularly
identifying the primary environmental or construction approval(s) and your current
location on that schedule.

Please provide this information on a CD, formatted as Adobe PDF files.  Please also
provide the name and phone numb er for a technical person whom our engineer may call
if he has technical questions about your reserves.  You may ask to have this information
returned by making a written request at the time it is furnished, as provided in Rule 12b -4
of Regulation 12B.  If  you have questions concerning the above request, please contact
John Coleman, Mining Engineer at (202) 551 -3610.

3. Please be advised that if your company does not have a mineral reserve you must be in
the exploration stage pursuant to the definitions in  paragraph (4) of Industry Guide 7.  As
such, your filing should be substantially revised to remove terms such as production,
development, and ore so that readers understand that you are an exploration stage
company without a mineral reserve.

Item 2. Prop erties page 11

4. Please insert a small -scale map showing the location and access to each property, as
suggested in paragraph (b)(2) of Industry Guide 7 .

Ram Mukunda
India  Globalization Capital, Inc.
January 28, 2014
Page 3

 5. Please disclose the information regarding your land and mineral rights for each of your
materia l properties pursuant to paragraph (b)(2) of Industry Guide 7.  If you have
identified properties in your filing that are not material, include a statement to that effect
in your disclosure and clarify your intentions.  For each material property include t he
following information:

 The nature of your ownership or interest in the property.

 A description of all interests in your properties, including the terms of all underlying
agreements and royalties.

 An outline of the process by which mineral rights are acquired at the location
including details concerning the basis of entitlement and duration of your mineral
rights, surface rights, mining claims or concessions.

 An indication of the type of rights or claims such as placer or lode, exploration or
exploita tion, State or Federal, patented or unpatented, lease or concession.

 Please include certain identifying information, such as the property names, claim
numbers, grant numbers, mining concession name or number, and dates of recording
and expiration such tha t your claims may be distinguished from other claims that may
exist in the area or your properties. If necessary, include this information as an exhibit
to your filing.

 The conditions that must be met to retain your rights, claims or leases, including th e
quantification and timing of all necessary payments.

 The area of your claims, either in hectares or in acres.

Ram Mukunda
India  Globalization Capital, Inc.
January 28, 2014
Page 4

 6. Please disclose the information required under paragraph (b) of Industry Guide 7 for all
material properties listed under this heading.  Fo r any properties identified that are not
material, please include a statement to that effect, clarifying your intentions.  For each
material property include the following information:

 The location and means of access to your property, including the modes  of
transportation utilized to and from the property.

 A brief description of the rock formations and mineralization of existing or potential
economic significance on the property.

 A description of any work completed on the property and its present condition.

 The details as to modernization and physical condition of the plant and equipment,
including subsurface improvements and equipment.

 A description of equipment, infrastructure, and other facilities.

 The current state of exploration of the property.

 The total costs incurred to date and all planned future costs.

 The source of power and water that can be utilized at the property.

 If applicable, provide a clear statement that the property is without known reserves and
the proposed program i s exploratory in nature.

Ram Mukunda
India  Globalization Capital, Inc.
January 28, 2014
Page 5

 7. Please expand your disclosure concerning the exploration plans for the properties as
required by paragraph (b)(4)(i) of Industry Guide 7.  The exploration plan should address
the following points:

 Disclose a brief geological j ustification for each of the exploration projects written in
non-technical language.

 Give a breakdown of the exploration timetable and budget, including estimated
amounts that will be required for each exploration activity, such as geophysics,
geochemistr y, surface sampling, drilling, etc. for each prospect.

 If there is a phased program planned, briefly outline all phases.

 If there are no current detailed plans to conduct exploration on the property, disclose
this prominently.

 Disclose how the exploration program will be funded.

 Identify who will be conducting any proposed exploration work and disclose their
qualifications.

8. In an appropriate s ection of your filing, provide a brief description of the QA/QC
protocols including sample preparat ion, controls, custody, assay precision and accuracy
as it relates to your exploration plans.  This would apply to exploration and operational
analytical procedures.  In your response please indicate the location of this disclosure.

9. Please provide an overview of the exploration and mining permit requirements for
companies operating in the countries in which you have projects.  Include in you
overview the permits required to explore or mine, any fees or bonding requirements
necessary to explore or mine,  the Government agencies responsible for any applicable
permits, and a discussion pertaining to the time frame to obtain any permits or approvals
to explore or mine.  In your response clearly describe the permits that have been issued to
your company.

10.   For each of your mines and processing facilities please disclose your annual production,
including the tons and grade of the materials, and the capacity and utilization of your
facilities pursuant to the Instructions of Item 102 of Regulation S -K.

11. Please summarize the capital expenditures for your projects including the type and
amount of the expenditure.

Ram Mukunda
India  Globalization Capital, Inc.
January 28, 2014
Page 6

 Item 7.     Management's Discussion and Analysis of Financial Condition and Results of
Operations, page 13
Critical Accounting Policies and Estim ates, page 16

12. We note your policy for revenue recognition from construction/project related
activity and contracts for supply/commissioning of complex plant and equipment.
We also note on page F -13 you have Build -Operate -Transfer (BOT) Contracts.  We
note that there is an extended time period before you collect on some of these
revenues.  Tell us and revise to provide the following:

 A sufficiently detailed explanation of how you recognize revenue on these
contracts, how you account for billings and co sts and where these accounts are
presented on the balance sheet.  Provide the age of this long -term receivable and
the effect that customer verification and approval have on collection and revenue
recognition.

 Please disclose the amount of your long -term accounts receivable discussed on
page F -13 for the periods presented and clarify which line item of your
consolidated balance sheets includes these amounts.

Result of Operations, page 18
Fiscal year ended March 31, 2013 compared to fiscal year ended M arch 31, 2012, page 18
Revenue, page 18

13. We note your revenue has increased about 91.2% in fiscal 2013 from fiscal 2012.
Please revise to discuss the primary drivers that are responsible for the underlying
increase of your revenue and discuss whether the overall increase is attributable to
increases in prices or increases in the volume of trading of ore in India and China.
Refer to Item 303(a)(3)(iii) of Regulation S -K.

14. We note you disclose that the revenue reported for fiscal 2013 and fiscal 2012 is
from “trading of ore in India and China.”  However, we also note form page seven
that your subsidiary, TBL, contributed 10% of your revenue in construction area for
the year ended March 31, 2013.  Please clarify the inconsistent disclosures or revise
your di scussion of revenue to include revenue generated from your construction
business.

Ram Mukunda
India  Globalization Capital, Inc.
January 28, 2014
Page 7

 Cost of Revenue, page 18

15. We note your revenue increased 91.2% but cost of revenue increased only about
34.8% in 2013 from 2012.  In addition, your cost of revenue as a per centage of
revenue also decreased in fiscal 2013.  Please revise your disclosure to describe the
cost components included in your cost of revenues for the periods reported and
discuss any events that caused the material change in the relationship between c osts
and revenue.  Refer to Item 303(a)(3)(ii) of Regulation S -K.

Balance sheet explanations, page 19

16. We note from page F -2 that your accounts receivable, net of allowances has
decreased about 35%, but your revenue has increased 81.2% in fiscal 2013 from
2012.  Please describe your accounts receivable and discuss the primary drivers that
are responsible for the decrease in accounts receivable when you have material
increase of revenue between years.

Liquidity and Capital Resources, page 19

17. If material, please disclose the balance of cash and cash equivalents held by foreign
subsidiaries as of each period for which you present a balance sheet.  Disclose whether
you intend to repatriate any portion of these balances held by foreign subsidiaries and if
so, disclose that you would need to accrue and pay taxes if the foreign balances were
repatriated.  Please provide us with a draft of the disclosures you intend to provide in
future filings.

Item 8. Financial Statements and Supplementary Data, page 21
Report of Independent Registered Public Accounting Firm, page F -1

18. You have only provided an audit report covering the financial statements as of and
for the year ended March 31, 2013.  Please revise the Form 10 -K to include an audi t
report covering the financial statements as of  and for the year ended March 31, 2012.
The requirement to pr ovide two years of audite d financial statements means you
must provide an a udit report or audit reports to cover both years. Exhibit 23.1
suggests th e auditor of th e 2012  financial statements was Yoganandh & Ram so
please provide that reissued report .  If another a uditor a udited the 2012 financial
statements, please revise that report and revise Exhibit 23.1 accord ingly.

Consolidated Balance Sheets, page F -2

19. We note you present a line item combining intangible assets and goodwill.  We also note
you present the movement in  goodwill and intangible asset on a combined basis  in Note
11 on page F -19.  Please revise to present a separate line item for goodwill and a separate
line for intangible assets.  Refer to ASC 350 -20-45-1 for goodwill and ASC 350 -30-50-1
through 50 -2 for intangible assets .

Ram Mukunda
India  Globalization Capital, Inc.
January 28, 2014
Page 8

20. Please tell us and revise future filings to disclose the balances of the allowance for
doubtful accounts as of March 31, 2012 and 2013.  Please also provide these
balances for your long -term receivables.

Consolidated Statements of Cash  Flows, page F -6

21. We note you present “Non -cash interest expense” as an adjustment to reconcile net
income (loss) to net cash for $114,654 and $491,147 for the years ended March 31,
2013 and 2012, respect ively.  We also note page F -19 the total interest expense to be
$419,436 and $984,021 for years ended March 31, 2013 and 2012, respectively.
Please reconcile these amounts with the amounts you present in your consolidated
statements of cash flows  and clarify your disclosures .

22. Please tell us and revise  future filings to disclose the amounts of the provision for
uncollectible accounts separately in the reconciliation of net loss to cash used in
operations.  Please present these amounts separately for short -term and long -term
receivables.

Note 1 – Nature  of Operations and Basis of Presentation, page F -7
c)  Our Securities, page F -9

23. We note your disclosure that you retired a note in the amount of $2,232,617.79 on
April 5, 2012 with 442,630 shares of newly issued common stock.  Please address
the following :

 Explain where in the supplemental information for noncash financing activities
in your consolidated statements of cash flows on page F -6 you disclose the
retired note.

 Tell us how you accounted for the retirement of this note  through issuance of
your s hares and how you determined the value exchanged .  In this regard, we
note your disclosure on Form 8 -K filed on April 6,  2012 that you issued
4,377,702 shares (before the 10:1 reverse split) and the closing value of your
stock was  $4 per share on April 5, 2012.  However, on page F -10 you state you
issued 334,200 post -split shares of common stock valued at $501,300. Please
reconcile the number of shares issued.

 Tell us the status and the amount of the dispute with the lender in the exchange
between the no te and the issuance of share.

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May 23, 2012

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549-7010

Attention:

  Ed Kelly and Craig Slivka

Re:

India Globalization Capital, Inc.

Registration Statement on Form S-1,

initially filed on March 5, 2012 (File No. 333-179902)

and amended on April 27, 2012

Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, the undersigned, India Globalization Capital, Inc. (the “Registrant”), hereby requests that the effective date of the Registration Statement referred to above be accelerated to, and that such Registration Statement be declared effective on May 25, 2012 at 2:00 p.m., New York Time, or as soon thereafter as practicable, unless we or our US counsel, Shulman Rogers Gandal Pordy & Ecker, P.A., request, by telephone that such Registration Statement declared effective at some other time.

The Registrant acknowledges the following:

•

should the Securities and Exchange Commission (the “Commission”) or its staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

•

the action of the Commission or its staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

•

the Registrant may not assert the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

We appreciate your assistance in this matter.

Kindest regards,

/s/ Ram Mukunda

Ram Mukunda

President

CORRESP
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    indiaglobal-corresp051612.htm

India Globalization Capital, Inc.

4336 Montgomery Avenue

Bethesda, Maryland 20814

Phone: 301-983-0998

Fax: 240-465-0273

May 16, 2012

VIA EDGAR

Securities and Exchange Commission

100 F. Street, N.E.

Washington, D.C. 20549

Attn:  Mr. Edward Kelly

Accounting Branch Chief

Re:

India Globalization Capital, Inc.

Pre-effective Amendment 1 to Registration Statement on Form S-1

Filed April 27, 2012

File No. 333-179902

Dear Mr. Kelly:

This is our response to the SEC Staff’s comments in its letter of May 9, 2012 to India Globalization Capital, Inc. (“IGC”) regarding the above-referenced filing.  In addition, we simultaneously have filed a Pre-Effective Amendment No. 2 to our Registration Statement on Form S-1 originally filed on March 5, 2012, which preceded our Amendment No. 1 to the Registration Statement on Form S-1 filed on April 27, 2012 (collectively, the “Form S-1”), which reflects IGC’s changes in response to the Staff’s comments.  We thank you in advance for your consideration.  For your convenience, we have included each of the Staff’s comments in italics before each of IGC’s responses.  References in this letter to “we,” “our” or “us” mean IGC or our advisors, as the context may dictate.  All references to page numbers in this letter refer to the Pre-Effective Amendment No. 2 to our Registration Statement on Form S-1.

General

1. You state that you are registering the issuance of 858,610 shares of common stock underlying warrants that were previously registered and issued in 2010.  Because those warrants were immediately exercisable, the common shares underlying those warrants were deemed to have been registered.  Similarly, the 2009 warrants appear to have been immediately exercisable upon issuance.  Therefore, we are unsure why you are now seeking to register the offer of those common shares.  Please see Question 103.04 of the Division’s Securities Act Sections Compliance and Disclosure Interpretations found on our website.

IGC Reply:

As previously discussed and reported elsewhere, IGC registered the 2009 Warrants and the underlying Common Stock on a Form S-3 registration statement, File No. 333-160993 originally filed on August 3, 2009 (the “Form S-3”) and the 2010 Warrants and the underlying Common Stock on Form S-1 registration statement, File No. 333-163867 originally filed on December 18, 2009 (the “2009 Form S-1”).  IGC is determined to rely on Rule 429 of Regulation C such that the prospectus included in this registration statement will serve as a combined prospectus for sales of both the shares being registered under this registration statement and the shares that were previously registered under the Form S-3 and the 2009 Form S-1.  Nevertheless, although the 2009 Warrants and the 2010 Warrants bear an exercise price that is higher than the market price of the underlying Common Stock, IGC seeks to register the underlying Common Stock on this registration statement in the event that the market price of the Common Stock increases or IGC seeks to reduce the exercise price of the warrants unilaterally.  In addition, IGC has revised the disclosure in response to the Staff’s comment.  See page 61.

2. It appears from the original prospectus that the IPO warrants expired five years from the date of registration statement 333-124942, which was 2011.  We note the disclosure on page 8 of this prospectus.  Please advise.

IGC Reply:  IGC has revised the disclosure in response to the Staff’s comment.  See page 8.

Table of Contents

3. Please include the selling shareholder section in the table of contents.

IGC Reply:  IGC has revised the disclosure in response to the Staff’s comment.  See the Table of Contents.

Selling Shareholders, page 25; Security Ownership of Certain Beneficial Owners and Management, page 57

4. We note the revised disclosure in footnote (6) to the table on page 26 in response to prior comment 8 that Mr. Dayong Chang’s ownership was effectively reduced to 2,000,000 shares and the revised disclosure in footnote (6) to the table on page 58 in response to prior comment 8 that Mr. Danny Qing Chang’s ownership was effectively reduced to 2,000,000 shares.  We assume that footnote (6) to the table on page 26 should refer to Mr. Danny Chang rather than Mr. Dayong Chang.  Please revise or advise.

IGC Reply: IGC has revised the disclosure in response to the Staff’s comment.  See Footnote (6) on page 26.

5. Please clarify that you are not attempting to register the resale of shares to be issued to the selling shareholders as a contingent payment.

IGC Reply: IGC is not attempting to register the resale of shares to be issued to the selling shareholders as a contingent payment. IGC has revised the disclosure in response to the Staff’s comment.  See page 26.

Recent Sales of Unregistered Securities, page II-5

6. For the 4,377,702 shares of common stock issued to pay off a loan on April 6, 2012, indicate the section of the Securities Act or the rule of the Commission under which exemption from registration was claimed.  Further, state briefly the facts relied upon to make the exemption available.  See Item 701(d) of Regulation S-K.

IGC Reply:  IGC has revised the disclosure in response to the Staff’s comment.  See page 34 and page II-6.

Exhibit 5.1

7. We note the statement “The opinions expressed in this letter are solely for the use of the addressee of this letter, and any other person may not rely on these opinions without our prior written approval.”  Since investors are entitled to rely upon the opinions, please delete the statement.  For guidance you may wish to refer to Section B.3.d. of our October 14, 2011 Staff legal Bulletin No. 19 (CF), which is available on the Commission’s website athttp://www.sec.gov.

IGC Reply:  IGC has attached a revised legal opinion from special counsel in response to the Staff’s comment.  See Exhibit 5.1.

Very truly yours,

ss:

India Globalization Capital, Inc.

John Selvaraj,

Treasurer, Principal Accounting

and Financial Officer

cc:  Mr. Craig E. Slivka, SEC

       Debbie A. Klis, Esq.

      Scott M. Museles, Esq.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

              DIVISION OF
         CORPORATION FINANCE

 May 9, 2012
 Via Facsimile

Mr. Ram Mukunda Chief Executive Officer and President India Globalization Capital, Inc. 4336 Montgomery Avenue
Bethesda, MD 20814

Re: India Globalization Capital, Inc.
Pre-effective Amendment 1 to Registration Statement on Form S-1 Filed April 27, 2012 File No. 333-179902

Dear Mr. Mukunda:
We reviewed the filing and have the comments below.
 General

 1. You state that you are regi stering the issuance of 858,610 shares of common stock
underlying warrants that were previously regi stered and issued in 2010.  Because those
warrants were immediately exercisable, the common shares underlying those warrants were
deemed to have been registered.  Simila rly, the 2009 warrants a ppear to have been
immediately exercisable upon issuance.  Theref ore, we are unsure why you are now seeking
to register the offer of those common shar es.  Please see Question 103.04 of the Division’s
Securities Act Sections Compliance and Disclo sure Interpretations found on our website.
 2. It appears from the original pros pectus that the IPO warrants expi red five years from the date
of registration statement 333-124942, which was 2011.  We note the disclosure on page 8 of
this prospectus.  Please advise.
 Table of Contents

 3. Please include the selling shareholder section in the table of contents.

Mr. Ram Mukunda
India Globalization Capital, Inc. May 9, 2012 Page 2
 Selling Shareholders, page 25; Security Own ership of Certain Beneficial Owners and
Management, page 57
 4. We note the revised disclosure in footnote (6) to the table on page 26 in response to prior
comment 8 that Mr. Dayong Chang’s ownershi p was effectively reduced to 2,000,000 shares
and the revised disclosure in footnote (6) to  the table on page 58 in  response to prior
comment 8 that Mr. Danny Qing Chang’s ow nership was effectively reduced to 2,000,000
shares.  We assume that footnote (6) to the table on page 26 should re fer to Mr. Danny Chang
rather than Mr. Dayong Chang.  Please revise or advise.
 5. Please clarify that you are not atte mpting to register the resale of  shares to be issued to the
selling shareholders as a contingent payment.
 Recent Sales of Unregister ed Securities, page II-5

 6. For the 4,377,702 shares of comm on stock issued to pay off a loan on April 6, 2012, indicate
the section of the Securities Act or the rule  of the Commission under which exemption from
registration was claimed.  Further, state brie fly the facts relied upon to make the exemption
available.  See
 Item 701(d) of Regulation S-K.
 Exhibit 5.1

7. We note the statement “The opinions expressed in  this letter are solely for the use of the
addressee of this letter, and any other person may not rely on these opi nions without our prior
written approval.”  Since investors are entitl ed to rely upon the opini ons, please delete the
statement.  For guidance you may wish to re fer to Section B.3.d. of our October 14, 2011
Staff Legal Bulletin No. 19 (CF) which is available on the Commission’s website at
http://www.sec.gov.
 Closing

You may contact Edward M. Kelly at (202) 551-3728 or Craig E. Slivka at (202) 551-
3729 with any questions.
Very truly yours,  /s/ Craig E. Slivka, for  Pamela A. Long Assistant Director

Mr. Ram Mukunda
India Globalization Capital, Inc. May 9, 2012 Page 3

cc: Via Facsimile

 Scott D. Museles, Esq.  Debbie A. Klis, Esq.  Shulman, Rogers, Gandal, Pordy & Ecker, P.A.  12505 Park Potomac Avenue, Suite 600  Potomac, MD 20854

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India Globalization Capital, Inc.

4336 Montgomery Avenue

Bethesda, Maryland 20814

Phone: 301-983-0998

Fax: 240-465-0273

April 27, 2012

VIA EDGAR

Securities and Exchange Commission

100 F. Street, N.E.

Washington, D.C. 20549

Attn:  Mr. Edward Kelly

Accounting Branch Chief

Re:

India Globalization Capital, Inc.

Registration Statement on Form S-1

Filed March 5, 2012

File No. 333-179902

Dear Mr. Kelly:

This is our amended response to the SEC Staff’s comments in its letter of March 27, 2012 to India Globalization Capital, Inc. (“IGC”) regarding the above-referenced filing.  In addition, we simultaneously have filed Pre-Effective Amendment No. 1 to our Form S-1 Registration Statement originally filed on March 5, 2012 (collectively, the “Form S-1”), which reflects changes in response to the Staff’s comments.  We thank you in advance for your consideration.  For your convenience, we have included each of the Staff’s comments in italics before each of IGC’s responses.  References in this letter to “we,” “our” or “us” mean IGC or our advisors, as the context may dictate.

General

1. Tell us why you are registering 12,972,532 shares of common stock issuable by India Globalization Capital, Inc. or IGC upon the exercise of warrants since those shares of common stock appear to have been registered in previous registration statements. It appears that you can use Rule 429 of Regulation C of the Securities Act to combine these registration statements. Please also note that the registration statement containing the combined prospectus shall act upon effectiveness as a post-effective amendment to any earlier registration statement whose prospectus has been combined in the latest registration statement.  Accordingly, any updates regarding the status of earlier offerings such as the November 2010 offering should be made in this registration statement rather than a separate post-effective amendment.

IGC Reply:  IGC has chosen to rely on Rule 429 of Regulation C under the Securities Act to combine the prospectuses for each of the three prior Registration Statements that registered shares underlying our warrants (File Nos. 333-160993, 333-163867 and 333-124942) with the prospectus in this Form S-1 and has included a new footnote to the Calculation of Fee table describing such reliance.  We note that on April 6, 2012, IGC filed a Post-Effective Amendment to its Form S-1 registration statement (File No. 333-163867) to deregister any unsold shares of Common Stock and the 2010 Warrants related thereto.

Market and Industry Data

2. We note the disclaimer that industry data included in the prospectus and estimates and beliefs based on that data may not be reliable. Since IGC may not disclaim responsibility for information that it has chosen to include in the prospectus, please delete the disclaimer.

IGC Reply: We have deleted the disclaimer under the heading “Marketing and Industry Data” preceding page 1 regarding the industry data and the reliability of estimates and beliefs based on such data in the Form S-1 in response to this comment.

Selling Shareholders, page 25

3. In the table, please state the amount of securities owned by each selling shareholder before and after the offering.  Further, indicate the nature of any position, office, or other material relationship which each selling shareholder has had within the past three years with IGC or any of its predecessors or affiliates.  See Item 507 of Regulation S-K.

IGC Reply: We have revised the Selling Shareholder table on page 26 in response to this comment.

1

4. Describe briefly any continuing relationships of IGC with selling shareholders.

IGC Reply:  IGC has a continuing relationship with two selling shareholders.  First, Mr. Danny Chang was elected as a member of the IGC Board of Directors after IGC obtained our Shareholders’ approval on December 30, 2011.  Mr. Chang will hold office as a Class A director until the annual meeting of stockholders in 2014, when his successor is duly elected and qualified.  Second, Mr. Jian Qun Dou is the current Chairman of PRC Ironman whose duties include government relations and general oversight. We have revised the Form S-1 on page 26 to disclose the foregoing in response to this comment.

5. State that IGC will file a prospectus supplement to name successors to any named selling shareholders who are able to use the prospectus to resale the securities.

IGC Reply:  We have revised the Form S-1 on page 25 to state that we will file a prospectus supplement to name any successors to any named selling shareholders who are able to use the prospectus to resale the securities in response to this comment.

6. We note the disclosure that the exchange shares were acquired by the selling shareholders in IGC’s acquisition of HK Ironman on December 30, 2011.  File or incorporate by reference as an exhibit the stock purchase agreement related to the acquisition.  Further, summarize the material consideration provisions of the stock purchase agreement in a discrete section of the prospectus. Additionally, if the acquisition is deemed a reverse merger by the NYSE Amex stock exchange, disclose that IGC will be required to requalify for listing of its securities on the NYSE Amex stock exchange, and disclose the risks if IGC is unable to meet the NYSE Amex stock exchange listing requirements.  We note the disclosures on pages 3, 13, and 15 of the definitive proxy statement filed on December 9, 2011.

IGC Reply:  We have revised the Form S-1 on page 25 with a summary of the stock purchase agreement in response to this comment.  In addition, we have included a reference to the stock purchase agreement in the Exhibits to the Form S-1 as Exhibit 10.40 to incorporate it by reference to Annex A of the Form DEF 14A of India Globalization Capital, Inc., dated as of October 14, 2011 and filed with the SEC on December 9, 2011 (Commission File No.: 001-32830).  Please also note that, after we mailed the definitive proxy statement, on December 30, 2011, the NYSE Amex granted the listing of these Exchange Shares and the Compensation Shares and effectively concurred with IGC’s position that our acquisition of Ironman was not a reverse merger.  Accordingly, IGC’s Form S-1 has not carried over such concomitant risks that we set forth in our recently filed proxy because such risks are no longer applicable.

7. We note the disclosure that IGC agreed to file this registration statement covering the shares received by the selling shareholders in the acquisition of HK Ironman.  File the registration rights agreement as an exhibit to the registration statement, and summarize its principal provisions in the prospectus.

IGC Reply:  We have revised the Form S-1 on page 25 in response to this comment to make it clear that the registration rights are included in the Stock Purchase Agreement and there is no separate registration rights agreement thus we are not able to file the any registration rights agreement as an exhibit to the Form S-1.

Security Ownership of Certain Beneficial Owners and Management, page 57

8. Disclosure that Mr. Danny Qing Chang is the beneficial owner of 2,000.000 shares of common stock representing 3.8% of the class is inconsistent with disclosure on page 60 of the definitive proxy statement filed on December 9, 2011 that Mr. Danny Qing Chang is the beneficial owner of 13,120,000 shares of common stock representing 25% of the class.  Please reconcile the disclosures.

IGC Reply:  We have revised the Form S-1 on page 26 in response to this comment to reconcile the disclosures.

Recent Sales of Unregistered Securities, page II-5

9. Provide disclosure of the 31,500.000 shares of common stock issued by IGC in the acquisition of HK Ironman.  See Item 701 of Regulation S-K.

IGC Reply:  We have revised the section Recent Sales of Unregistered Securities on Form S-1, now on page II-6, in response to this comment.

2

Exhibit 5.1

10. We note that IGC intends to file by amendment the legal opinion.  Allow us sufficient time to review the legal opinion before requesting acceleration of the registration statement’s effectiveness.

IGC Reply:  We have filed herewith the legal opinion as Exhibit 5.1 to the Form S-1.

Closing

IGC acknowledges that:

•

It is responsible for the adequacy and accuracy of the disclosure in the filing;

•

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

•

IGC 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.

Very truly yours,

ss:

India Globalization Capital, Inc.

John Selvaraj,

Treasurer, Principal Accounting

and Financial Officer

cc:  Mr. Craig E. Slivka, SEC

       Debbie A. Klis, Esq.

       Scott M. Museles, Esq.

3

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    indiaglobal-corresp041112.htm

India Globalization Capital, Inc.

4336 Montgomery Avenue

Bethesda, Maryland 20814

Phone: 301-983-0998

Fax: 240-465-0273

April 11, 2012

VIA EDGAR

Securities and Exchange Commission

100 F. Street, N.E.

Washington, D.C. 20549

Attn:  Mr. Edward Kelly

Accounting Branch Chief

Re:

India Globalization Capital, Inc.

Registration Statement on Form S-1

Filed March 5, 2012

File No. 333-179902

Dear Mr. Kelly:

This is our response to the SEC Staff’s comments in your letter of March 27, 2012 to India Globalization Capital, Inc. (“IGC”) regarding the above-referenced filing.  Please note that we will call your office in a few days and, if there are any minor modifications, we will make them immediately.  On the other hand, if the proposed revisions to the Registration Statement on Form S-1 filed on March 5, 2012 (the “Form S-1”) set forth in this letter are acceptable to you, we will file an amended Form S-1 with the revisions set out in this letter.  We thank you in advance for this accommodation.

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

General

1. Tell us why you are registering 12,972,532 shares of common stock issuable by India Globalization Capital, Inc. or IGC upon the exercise of warrants since those shares of common stock appear to have been registered in previous registration statements. It appears that you can use Rule 429 of Regulation C of the Securities Act to combine these registration statements. Please also note that the registration statement containing the combined prospectus shall act upon effectiveness as a post-effective amendment to any earlier registration statement whose prospectus has been combined in the latest registration statement.  Accordingly, any updates regarding the status of earlier offerings such as the November 2010 offering should be made in this registration statement rather than a separate post-effective amendment.

IGC Reply:  IGC’s S-1 seeks to register a new offering of shares, the 31,500,000 shares of IGC common stock (“Common Stock”) to shareholders of HK Ironman, pursuant to IGC’s acquisition of 100% of HK Ironman stock.  Further, under the authority of Rule 429 of Regulation C of the Securities Act, IGC seeks to include on the same Form S-1, previously registered shares in connection with certain warrants that relate to the follow transactions:

(i)  11,855,122 shares of Common Stock issuable upon the exercise of 11,855,122 warrants (the “IPO Warrants”) originally issued in our initial public offering pursuant to a prospectus dated March 3, 2006;

(ii) 258,800 shares of Common Stock issuable upon the exercise of 258,800 warrants (the “2009 Warrants”) originally issued in a registered direct offering pursuant to a prospectus and prospectus supplement each dated September 16, 2009; and

(iii)  856,610 shares of Common Stock issuable upon the exercise of 858,610 warrants (the “2010 Warrants”) originally issued in a registered direct offering pursuant to a prospectus and prospectus supplement each dated November 30, 2010.

In connection with the 2010 Warrants, IGC filed a Post-Effective Amendment to its prospectus and prospectus supplement each dated November 30, 2010, on April 6, 2012, to deregister any unsold shares of Common Stock and the 2010 Warrants related thereto.

Further, in IGC’s Amendment No. 1 to our Form S-1, we will add a brief discussion in the summary section describing our reliance on the authority of Rule 429 of Regulation C of the Securities Act in connection with the combined use of the S-1 to include newly authorized and previously registered shares of IGC Common Stock.

Market and Industry Data

2. We note the disclaimer that industry data included in the prospectus and estimates and beliefs based on that data may not be reliable. Since IGC may not disclaim responsibility for information that it has chosen to include in the prospectus, please delete the disclaimer.

IGC Reply: In IGC’s Amendment No. 1 to our Form S-1, we will delete the disclaimer regarding the industry data and the reliability of estimates and beliefs based on such data.

Selling Shareholders, page 25

3. In the table, please state the amount of securities owned by each selling shareholder before and after the offering.  Further, indicate the nature of any position, office, or other material relationship which each selling shareholder has had within the past three years with IGC or any of its predecessors or affiliates.  See Item 507 of Regulation S-K.

IGC Reply: Mr. Jian Qun Dou founded Ironman and, since 2008, served as its Deputy Chairman.  In November 28, 2011, Mr. Dou replaced Mr. Hua Zhang as Chairman.  Mr. Danny Chang has been the Managing Director of Ironman since December 20, 2010.  No other selling shareholder has held any position, office, or has had any other material relationship within the past three years with IGC or any of its predecessors or affiliates.  Please see below the Selling Shareholders table revised, as requested.

Selling Shareholder

Securities Owned By Each Selling Shareholder Before The Offering

Securities Owned By Each Selling Shareholder After The Offering

Number of Shares

That May Be Sold

Percentage of Shares

Outstanding*

Hua Zhang

0

1,000,000

1,000,000

1.91
%

Xiuyun Gao

0

1,000,000

1,000,000

1.91
%

Xiaowen Zhang

0

1,200,000

1,200,000

2.29
%

Chunli Xing

0

2,000,000

2,000,000

3.81
%

Danny Chang

0

2,000,000

2,000,000

3.81
%

Jianqun Dou

0

2,000,000

2,000,000

3.81
%

Dayong Chang

0

3,000,000

3,000,000

5.72
%

Jingyu Mu

0

3,300,000

3,300,000

6.29
%

BenQuan Li

0

3,300,000

3,300,000

6.29
%

Lili Zhang

0

3,500,000

3,500,000

6.67
%

FengLi Chen

0

3,600,000

3,600,000

6.86
%

Tianqi Xiao

0

5,600,000

5,600,000

10.67
%

Total

0

31,500,000

31,500,000

100
%

4. Describe briefly any continuing relationships of IGC with selling shareholders.

IGC Reply:  IGC has a continuing relationship with two selling shareholders.  First, Mr. Danny Chang was elected as a member of the IGC Board of Directors after IGC obtained our Shareholders’ approval on December 30, 2011.  Mr. Chang will hold office as a Class A director until the annual meeting of stockholders in 2014, when his successor is duly elected and qualified.  Second, Mr. Jian Qun Dou is the current Chairman of PRC Ironman whose duties include government relations and general oversight.

5. State that IGC will file a prospectus supplement to name successors to any named selling shareholders who are able to use the prospectus to resale the securities.

IGC Reply:  IGC will file an amendment to our S-1 to name any successors to any named selling shareholders who are able to use the prospectus to resale the securities.

6. We note the disclosure that the exchange shares were acquired by the selling shareholders in IGC’s acquisition of HK Ironman on December 30, 2011.  File or incorporate by reference as an exhibit the stock purchase agreement related to the acquisition.  Further, summarize the material consideration provisions of the stock purchase agreement in a discrete section of the prospectus. Additionally, if the acquisition is deemed a reverse merger by the NYSE Amex stock exchange, disclose that IGC will be required to requalify for listing of its securities on the NYSE Amex stock exchange, and disclose the risks if IGC is unable to meet the NYSE Amex stock exchange listing requirements.  We note the disclosures on pages 3, 13, and 15 of the definitive proxy statement filed on December 9, 2011.

IGC Reply:  In IGC’s Amendment No. 1 to our Form S-1, we will incorporate by reference as an exhibit the Stock Purchase Agreement related to the acquisition of Ironman by IGC.  Further, we will synthesize the material consideration provisions of the Stock Purchase Agreement in such Amendment No. 1.  We have synthesized the consideration for your convenience here preliminarily:

The Stock Purchase Agreement provides for the issuance of 31,500,000 shares of IGC Common Stock  to Ironman’s shareholders (referred to as the “Exchange Shares”) in exchange for all of the HK Ironman issued and outstanding shares.  The Stock Purchase Agreement also provides for a contingent payment by IGC to Mr. Chang of $1 million payable within 30 days of closing and upon satisfaction of certain post-closing covenants.  The consideration due includes certain contingent payments by IGC to PRC Ironman stockholders, as follows: (i) $1.5 million in cash or stock, which is contingent on IGC achieving earnings growth of at least 30% from the previous year’s closing audit (i.e., March 31, 2011); and (ii) $1.5 million in cash or stock, which is contingent on IGC achieving earnings growth of at least 30% from the previous year’s closing audit (i.e., March 31, 2012).  If either of the foregoing annual targets are missed, there would still be a payout of $3 million provided IGC achieves a cumulative earnings growth of 69% between fiscal years 2011 and 2013.

In addition, the Stock Purchase Agreement provides that 3,150,000 shares of IGC Common Stock (the “Compensation Shares”) will be reserved for issuance, in equal parts (50:50), to the management of IGC and PRC Ironman.  The Compensation Shares will be issued to the officers and directors of IGC and HK Ironman, subject to the discretion of the boards of directors of both companies, which Compensation Shares are subject to a 12-month vesting schedule for continued service with their respective companies for 12 months following the closing of the Acquisition.

On December 30, 2011, the NYSE Amex granted the listing of these Exchange Shares and the Compensation Shares and effectively concurred with IGC’s position that our acquisition of Ironman was not a reverse merger.  Accordingly, IGC’s Form S-1 has not carried over such concomitant risks that we set forth in our recently filed proxy because such risks are no longer applicable.

7. We note the disclosure that IGC agreed to file this registration statement covering the shares received by the selling shareholders in the acquisition of HK Ironman. File the registration rights agreement as an exhibit to the registration statement, and summarize its principal provisions in the prospectus.

IGC Reply:  As discussed above, in IGC’s Amendment No. 1 to our Form S-1, we will incorporate by reference as an exhibit the Stock Purchase Agreement in which we set the shareholders’ registration rights related to the acquisition of HK Ironman.  However, in brief, the Stock Purchase Agreement registration rights provisions provide simply that “IGC has agreed to file a registration statement to register the Exchange Shares for resale within 60 days of the closing of the Acquisition.”

Security Ownership of Certain Beneficial Owners and Management, page 57

8. Disclosure that Mr. Danny Qing Chang is the beneficial owner of 2,000.000 shares of common stock representing 3.8% of the class is inconsistent with disclosure on page 60 of the definitive proxy statement filed on December 9, 2011 that Mr. Danny Qing Chang is the beneficial owner of 13,120,000 shares of common stock representing 25% of the class. Please reconcile the disclosures.

IGC Reply:

Mr. Danny Qing Chang is a representative or agent of the individual shareholders of HK Ironman.  The rationale for using an agent to hold the ownership appears to be a common practice in China. In the Share Purchase Agreement, the individual shareholders of HK Ironman chose to show Mr. Chang as holding 13,120,000 shares with the disclosure that he was acting as an agent and had the right to redistribute the shares. Prior to filing the S-1, Mr. Chang reassigned the shares to other individuals, which effectively reduced his ownership to 2,000,000 shares. The remaining 11,120,000 shares were reassigned to other HK Ironman shareholders as follows:

Shareholders

Proxy (Def 14 A) Filed on

November 9, 2011

As per the S1 Filed on

March 5, 2012

Danny Qing Chang

13,120,000

2,000,000

Xiaowen Zhang

0

520,000

Chunli Xing

0

2,000,000

Dayong Chang

0

3,000,000

Tianqi Xiao

0

5,600,000

Total

13, 120,000

13,120,000

The redistribution is within the stipulated total number of shares and does not constitute any change in the Share Purchase Agreement.

In the event that there are further changes to the assignment of shares, we will make conforming changes throughout the S-1 and IGC will file a prospectus supplement to name successors to any named selling shareholders who are able to use the prospectus to resell the securities.

Recent Sales of Unregistered Securities, page II-5

9. Provide disclosure of the 31,500.000 shares of common stock issued by IGC in the acquisition of HK Ironman.  See Item 701 of Regulation S-K.

IGC Reply:  We will include the following disclosure of the 31,500.000 shares of Common Stock  issued by IGC in the acquisition of HK Ironman:

On December 30, 2011, the shareholders of the Company approved a transaction for the issuance of 31,500,000 equity shares to the owners of HK Ironman in exchange for 100% of the equity of the Company in reliance on Regulation S of the Securities Act of 1933, as amended.  HK Ironman, a Hong Kong company, is the owner of 95% of PRC Ironman.

Exhibit 5.1

10. We note that IGC intends to file by amendment the legal opinion.  Allow us sufficient time to review the legal opinion before requesting acceleration of the registration statement’s effectiveness.

IGC Reply:  Once IGC files by amendment the legal opinion, we will do our best to allow the Staff sufficient time to review the legal opinion before requesting acceleration of the registration statement’s effectiveness.

Closing

IGC acknowledges that:

•

It is responsible for the adequacy and accuracy of the disclosure in the filing;

•

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

•

IGC 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.

Very truly yours,

ss:

India Globalization Capital, Inc.

John Selvaraj,

Treasurer, Principal Accounting

and Financial Officer

cc: Mr. Craig E. Slivka, SEC

       Debbie A. Klis, Esq.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

              DIVISION OF
         CORPORATION FINANCE

 March 27, 2012
 Via Facsimile

Mr. Ram Mukunda Chief Executive Officer and President India Globalization Capital, Inc. 4336 Montgomery Avenue
Bethesda, MD 20814

Re: India Globalization Capital, Inc.
Registration Statement on Form S-1 Filed March 5, 2012 File No. 333-179902

Dear Mr. Mukunda:
We have limited our review of your registrati on statement to those issues that we have
addressed in our comments.  In some of our comments, we may ask you to provide us
information so that we may better understand your disclosure.
Please respond to this letter by amending your registration statement and providing the
requested information.  Where you do not beli eve our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
After reviewing any amendment to your regi stration statement and the information that
you provide in response to these comment s, we may have additional comments.
 General

 1. Tell us why you are registering 12,972,532 shares  of common stock issuable by India
Globalization Capital, Inc. or  IGC upon the exercise of warrants since those shares of
common stock appear to have been  registered in previous regist ration statements.  It appears
that you can use Rule 429 of Regulation C of th e Securities Act to comb ine these registration
statements.  Please also note that the regi stration statement containing the combined
prospectus shall act upon effectiveness as a post-effective amendment to any earlier registration statement whose prospectus has been combined in the latest registration
statement.  Accordingly, any updates regarding the status of earlier offerings such as the

Mr. Ram Mukunda
India Globalization Capital, Inc. March 27, 2012 Page 2
 November 2010 offering should be made in this re gistration statement rather than a separate
post-effective amendment.
  Market and Industry Data

 2. We note the disclaimer that indus try data included in the prosp ectus and estimates and beliefs
based on that data may not be reliable.  Si nce IGC may not disclaim responsibility for
information that it has chosen to include in the prospectus, please delete the disclaimer.
 Selling Shareholders, page 25

 3. In the table, please state the amount of securi ties owned by each selling shareholder before
and after the offering.  Further, indicate the na ture of any position, office, or other material
relationship which each selling sh areholder has had within the pa st three years with IGC or
any of its predecessors or affiliates.  See
 Item 507 of Regulation S-K.
  4. Describe briefly any conti nuing relationships of IGC w ith selling shareholders.
 5. State that IGC will file a pr ospectus supplement to name successors to any named selling
shareholders who are able to use the prospectus to resale the securities.

6. We note the disclosure that the exchange shares  were acquired by the se lling shareholders in
IGC’s acquisition of HK Ironman on December 3 0, 2011.  File or incorporate by reference as
an exhibit the stock purchase ag reement related to the acquisi tion.  Further, summarize the
material consideration provisions of the stock pur chase agreement in a discrete section of the
prospectus.  Additionally, if the acquisition is deemed a reverse merger by the NYSE Amex
stock exchange, disclose that IGC will be require d to requalify for listing of its securities on
the NYSE Amex stock exchange, and disclose th e risks if IGC is una ble to meet the NYSE
Amex stock exchange listing requirements.  We note the disclosures on pages 3, 13, and 15
of the definitive proxy statem ent filed on December 9, 2011.
 7. We note the disclosure that IGC agreed to file  this registration statem ent covering the shares
received by the selling shareholders in the ac quisition of HK Ironman.  File the registration
rights agreement as an exhibit to the regist ration statement, and summarize its principal
provisions in the prospectus.
 Security Ownership of Certain Benefi cial Owners and Management, page 57

 8. Disclosure that Mr. Danny Qing Chang is the beneficial owner of 2,000,000 shares of
common stock representing 3.8% of the class is inconsistent with disclosure on page 60 of

Mr. Ram Mukunda
India Globalization Capital, Inc. March 27, 2012 Page 3
 the definitive proxy statement filed on Decem ber 9, 2011 that Mr. Danny Qing Chang is the
beneficial owner of 13,120,000 shares of common  stock representing 25% of the class.
Please reconcile the disclosures.
 Recent Sales of Unregister ed Securities, page II-5

 9. Provide disclosure of the 31,500,000 shares of common stock issued by IGC in the
acquisition of HK Ironman.  See
 Item 701 of Regulation S-K.
 Exhibit 5.1

 10. We note that IGC intends to file by amendment the legal opinion.  Allow us sufficient time to
review the legal opinion before requesting acceleration of the registration statement’s
effectiveness.
 Closing

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information that the Securities Act and all
applicable Securities Act rules require.  Since the company and its management are in possession
of all facts relating to a company’s disclosu re, they are responsible for the accuracy and
adequacy of the disclosures that they have made.

Notwithstanding our comments, if you request a cceleration of the effective date of the
pending registration statement please provide  a written statement from the company
acknowledging that:
 Should the Commission or the staff, acti ng pursuant to delegated authority,
declare the filing effective, it does not foreclose the Commission from taking any
action with respect to the filing.

 The action of the Commission or the staff, acting pursuan t to delegated authority,
in declaring the filing effective, does not relieve the company from its full
responsibility for the adequ acy and accuracy of the disclosure in the filing.

 The company may not assert staff comment s and the declaration of effectiveness
as a defense in any proceeding initiat ed by the Commission or any person under
the federal securities laws of the United States.

Mr. Ram Mukunda
India Globalization Capital, Inc. March 27, 2012 Page 4
 Please refer to Rules 460 and 461 regarding re quests for acceleration.  We will consider a
written request for acceleration of  the effective date of the regi stration statement as confirmation
of the fact that those reques ting acceleration are aware of th eir responsibilities under the
Securities Act and the Securities Ex change Act as they relate to the proposed public offering of
the registered securities.
You may contact Edward M. Kelly at (202) 551-3728 or Craig E. Slivka at (202) 551-
3729 with any questions.
Very truly yours,  /s/ Craig E. Slivka, for   Pamela A. Long Assistant Director
 cc: Via Facsimile

 Scott D. Museles, Esq.  Debbie A. Klis, Esq.  Shulman, Rogers, Gandal, Pordy & Ecker, P.A.  12505 Park Potomac Avenue, Suite 600
 Potomac, MD 20854

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

                                                         November 7, 2011
 Via Facsimile

Mr. John B. Selvaraj Principal Accounting Officer India Globalization Capital, Inc. 4336  Montgomery Ave.   Bethesda, Maryland 20814
RE: India Globalization Capital, Inc.
Form 10-K for the Year Ended March 31, 2011 Filed July 14, 2011 Definitive Proxy Statement on Schedule 14A  Filed August 1, 2011 File No. 1-32830

Dear Mr. Selvaraj:

We have completed our review of your filings .  We remind you that our comments or changes
to disclosure in response to our comments do not  foreclose the Commissi on from taking any action
with respect to the company or the filing and the company may not assert st aff comments as a defense
in any proceeding initiated by the Commission or any person under the federal securities laws of the
United States.  We urge all persons who are resp onsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filin g includes the information the Securities Exchange Act
of 1934 and all applicab le rules require.

       S i n c e r e l y ,
         / s /  R u f u s  D e c k e r           R u f u s  D e c k e r
       Accounting Branch Chief

CORRESP
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    indiaglobal-corresp110311.htm

India Globalization Capital, Inc.

4336 Montgomery Avenue

Bethesda, Maryland 20814

Phone: 301-983-0998

Fax: 240-465-0273

November 3, 2011

VIA EDGAR

Securities and Exchange Commission

100 F. Street, N.E.

Washington, D.C. 20549

Attn:  Mr. Rufus Decker

Accounting Branch Chief

Re:

India Globalization Capital, Inc.

Form 10-K for the Year Ended March 31, 2011 Filed July 14, 2011

Definitive Proxy Statement on Schedule 14A Filed August 1, 2011

File No. 1-32830

Dear Mr. Decker:

This letter is a revised version of our letter dated October 21, 2011, which responded to the SEC Staff’s comments of October 13, 2011. Our revision here reflects our response to additional comments that we received from the SEC staff by phone on October 26 and October 27, 2011.  The numbered comments 1-3 correspond to the numbered comments in the October 13, 2011 letter.

Yesterday, November 2, 2011 we filed an amended 10-K/A for the year ended March 31, 2011 with the revisions set out in this letter and the revisions set out in our letter of September 12, 2011 that addressed your comments dated August 11, 2011.

We are grateful for the Commission’s quick response and discussions over the phone. While we are a very small company, I can assure you that we are striving to ensure compliance and disclosures that are consistent with best practices of larger filers.

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

Sincerely,

ss:

India Globalization Capital, Inc.

John Selvaraj,

Treasurer, Principal Accounting

and Financial Officer

1

Form 10-K for the Year Ended March 31, 2011

Financial Statements

Consolidated Balance Sheet, page F-2

1. We note your response to comment five from our letter dated August 11, 2011 as well as Exhibit I — Revised Balance Sheet. Please revise your stockholders’ equity section to provide a subtotal for India Globalization Capital, Inc.’s (i.e. parent’s) equity. Refer to ASC 810-10-45-16 and 810-1055-4I for guidance.

IGC answer: We have incorporated the sub-total to disclose the equity of the parent, as shown in Exhibit 1.

Note 2 - Summary of Significant Accounting Policies, page F-10

 i) Accounts Receivable, page F-12

2. We note your response to comment 10 from our letter dated August 11, 2011. You indicate that the $2.37 million accounts receivable due from the National Highway Authority of India (“NHAI”) and the Cochin International Airport can take as long as two to three years to collect. It therefore appears that this receivable should be classified as long-term as of March 31, 2011 and 2010. Please revise accordingly.

IGC answer: The receivables of $2.37 million as of March 31, 2011 are ‘current’ and ‘due’.  They are backed by arbitration awards that have been won by the Company.  The awards are granted after a due process of arbitration, as required for any disputes where one of the contracting parties is the government.  These receivables are assessed as ‘current’ and ‘due’ as of every balance sheet or reporting date because the assessment is made from a contractual perspective. Further, given the nature of the contracting parties in these cases (i.e. government departments), the Company believes that there is no risk of non-collection despite the time it may take to collect. It could be 30 days or as explained much longer, we just don’t know.  However contractually they are due immediately upon award.

In our earlier response we were making the following point: We stated that the maximum time period of two to three years to indicate that even though these receivables are treated as ‘current’ and ‘due’ for periods in excess of a year, given the credit rating of the customer, the government or government agencies in these cases, the receivables should not be impaired.  Therefore, in the absence of a clear ability to assess when we expect to collect, we based our assessment on when they were contractually due.  As they are due immediately, the Company believes that the classification of these receivables as ‘current’ as of March 31, 2011 and March 31, 2010 continues to be appropriate.

We propose to add a new Note 27 to the financial statements explaining the above.   As requested in the telephonic comments Note 27 includes a discussion of the arbitration process and when the company first booked the receivable.   Please see Exhibit 2.

Note 19 - Deconsolidation page F-25

Note 25 - Impairment page F-28

3. We note your response to comment 12 from our letter dated August 11, 2011 and have the following additional comments.

·

Given the significance of Sricon as it related to your March 31, 2010 financial statements, we continue to believe that the audited financial statements were necessary and appropriate for your investors. Please expand your proposed risk factor disclosures to clarify such audited financial statements were not available when you filed your March 31, 2010 Form 10-K. See Note 5 to Rule of Regulation S-X;

IGC answer: We propose to add the following language to the risk factor that we provided in our letter of September 12, 2011: “Further, we did not have the audited financial statements of Sricon for fiscal years ended March 31, 2010 when we prepared our financial statements for that period.”   As requested in the telephonic comments, we have revised this proposed disclosure to clarify that we only received the unaudited balance sheet from Sricon as of December 31, 2009.   The revised risk factor is shown as Exhibit 3.

·

You indicate that substantial portions of your assets are invested in Sricon and you may be unable to obtain sufficient financial information to accurately value your investment. Please revise your disclosure to indicate that you currently do not have sufficient financial information and the lack of such financial statements may impact your ability to accurately value your investment. This risk factor disclosure should be included in the footnotes to your financial statements as well;

IGC answer: We propose to change the title of the risk factor to the following: “Substantial portions of our assets are invested in Sricon.  We currently do not have sufficient financial information about Sricon and the lack of such financial statements may impact our ability to accurately value our investment in Sricon.”  The revised risk factor is shown as Exhibit 3.  In addition we have expanded Note 25 to our financial statements as shown in Exhibit 4 to include elements of the risk factor disclosure, including the reference to the unaudited balance sheet of Sricon as of December 31, 2009.

2

·

Please ensure that the disclosures in your financial statements include detailed information similar to the information you provided in your supplemental response to comment 12 from our letter dated August 11, 2011;

IGC answer: The revised Note 25 in Exhibit 4 reflects the inclusion of a detailed explanation of the methodology as well as an explanation of the information available to us at the time the impairment tests were carried out.

·

Please ensure that your disclosure identifies the Sricon financial information you relied on (e.g., December 31, 2009 unaudited balance sheet prepared in accordance with Indian GAAP); and

IGC answer: We have identified the above in Note 25 as set out in Exhibit 4.

·

Specifically disclose the valuation methodology used to determine the recoverability of your receivable and investment in Sricon as of March 31, 2011 and 2010.

IGC answer: We have disclosed the methodology used to determine the recoverability of our receivable and investment in Sricon.  Please refer to the revised Note 25 in Exhibit 4.

 Management’s Discussion and Analysis of Financial Condition and Results of Operations

 Liquidity and Capital Resources

 4.  By telephone on October 27, 2011, you requested that we discuss the impact on liquidity if either (1) the NHAI or Cochin Airport receivables were classified as long term assets or (2) the receivables were not collected in the 2012 fiscal year and how we would address any resulting issues.

 IGC answer: We edited our liquidity and capital resources section to discuss the above matters. This revision is shown in Exhibit 5.

3

Exhibit 1

Parent’s equity subtotal added:

As of March 31,

2011 (as restated)

2010 (as restated)

ASSETS

Current assets:

Cash and cash equivalents

$

1,583,284

$

842,923

Accounts receivable, net of allowances

3,312,051

4,783,327

Inventories

133,539

162,418

Advance taxes

41,452

119,834

Deferred income taxes

-

25,345

Dues from related parties

-

3,114,572

Prepaid expenses and other current assets

1,474,838

2,054,462

Total current assets

$

6,545,164

$

11,102,881

Property, plant and equipment, net

1,231,761

1,748,436

Investments in affiliates

6,428,800

8,443,181

Investments-others

877,863

810,890

Deferred income taxes

-

4,075,461

Goodwill

410,454

6,146,720

Restricted cash

1,919,404

2,169,939

Other non-current assets

748,623

872,184

Total assets

$

18,162,069

$

35,369,692

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:

Short term borrowings and current portion of long term debt

$

901,343

$

1,389,041

Trade payables

1,311,963

1,839,405

Accrued expenses

349,149

461,259

Notes payable

3,920,000

4,120,000

Dues to related parties

-

149,087

Other current liabilities

94,892

149,942

Total current liabilities

$

6,577,347

$

8,108,734

Other non-current liabilities

1,209,479

1,107,498

Total liabilities

$

7,786,826

$

9,216,232

Shares potentially subject to rescission rights (4,868,590 shares issued and outstanding)

3,082,384

-

Stockholders' equity:

Common stock — $0001 par value; 75,000,000 shares authorized; 14,890,181 issued and

outstanding at March 31, 2011 and 12,989,207 issued and outstanding at March 31, 2010

$

1,490

$

1,300

Additional paid-in capital

38,860,319

36,805,724

Accumulated other comprehensive income

(2,502,596

)

(2,578,405

Retained earnings (Deficit)

(29,692,907

)

(9,452,000

Total equity attributable to the parent

$

6,666,306

$

24,776,419

Non-controlling interest

$

626,553

$

1,376,841

Total stockholders’ equity

$

7,292,859

$

26,153,460

Total liabilities and stockholders' equity

$

18,162,069

$

35,369,692

4

Exhibit 2

NOTE 27 - CERTAIN AGED RECEIVABLES

The accounts receivable as of March 31, 2011 and March 31, 2010 include certain aged receivables in the amount of $2.37 million and $2.30 million respectively.  These receivables are due from the National Highway Authority of India (“NHAI”) and the Cochin International Airport.  The Government of India owns NHAI, and the Cochin International Airport is partially owned by the State Government of Kerala.  The receivables have been due for periods in excess of one year as of fiscal year ended March 31, 2011 and March 31, 2010.  These receivables have been classified as current for the following reasons:

 Our subsidiary in India, TBL, worked on the building of an airport runway at the Cochin International Airport and a road and associated bridges on a highway for the NHAI. During the execution of these projects the clients of the Company requested several changes to the engineering drawings.  The claims of the Company against each of the clients involve reimbursement of expenses associated with the change orders and variances as well as compensation for delays caused by the client.  The delay part of the claim involves equipment that is idle on the job, including interest or lease charges for the equipment while it is idle, and workers that are idle, among others.  The expense reimbursement involves cost of new material including any escalation in the cost of materials, usage of equipment, personnel and other charges that were incurred as a result of the delays caused by the change orders.  These invoices were disputed by the clients and referred to arbitration. The process of arbitration involves each party choosing an arbitrator and the arbitrators appointing a third chief arbitrator. Each party then presents its case over several months and the arbitrator makes an award.

The receivables occurred and became due when TBL won two separate arbitration awards against each of these organizations. The arbitration awards were first reported on our Form 10-K for the fiscal year ended March 31, 2010 and reflected in our March 31, 2010 financial statements filed as part of the Form 10-K. The arbitration awards stipulate that interest be accrued for the period of non-payment.  However, the receivables do not have an interest component as we will try and use the accrued interest as negotiating leverage for an earlier payment.  Although the receivables are contractually due, and hence its classification as current, it may take the Company  anywhere from the next 30 days to two years to actually realize the funds, depending on how long these organizations want to delay paying.  The Company continues to carry the full value of the receivables, without interest and without any impairment, because the Company believes that there is minimal risk that these organizations will become insolvent and unable to make payment.

Exhibit 3

Revision to Risk Factor proposed as Exhibit 6 in letter dated September 12, 2011:

Substantial portions of our assets are invested in Sricon.  We currently do not have sufficient financial information about Sricon and the lack of such financial statements may impact our ability to accurately value our investment in Sricon.

We own 22% of the outstanding stock of Sricon Infrastructure Private Limited (“Sricon”). Despite our efforts to obtain current audited financial statements and other information from Sricon, they have refused to voluntarily supply such information. We have initiated legal actions, petitioning the Company Law Board (“CLB”) in India to compel Sricon to supply the relevant information for the financial years ended March 31, 2011 and 2010. While we expect the CLB to ultimately grant us relief and while we have been able to obtain some information, including Sricon’s unaudited balance sheet as of December 31, 2009, contract claims Sricon is pursuing in the courts and independent valuations of Sricon’s real estate plant and machinery, all of which we have used in testing the impairment of the our receivable and investment in Sricon, the absence of other current financial information makes it difficult to accurately assess the value of our investment in Sricon. Further, we did not have the audited financial statements of Sricon for the year ended March 31, 2010 when we prepared our financial statements for that period.

In order to protect our investment in Sricon the Company has taken the following additional steps. In November 2010 the Company petitioned the high Court of Nagpur, India, for relief on its receivable and informed the court that it had a claim on Sricon’s assets. In January 2011 the Company received an order from the Company Law Board in India, a quasi-court that has jurisdiction over Indian companies, freezing all assets and stopping Sricon from incurring additional liability. The CLB also ordered Sricon to allow the Company to inspect its books. The January order notwithstanding, we further petitioned the CLB to compel Sricon to provide financial information and grant access to review and inspect the book of records, including financials, bank data, board meetings, property, plant and equipment register, and other relevant information as required. Pursuant to the CLB order, the Company has visited Sricon to conduct inspections in January 2011, February 2011, April 2011 and June 2011. While we have been able to obtain some information, we are not able to monitor Sricon on a day-to-day basis nor do yet have complete financial in

CORRESP
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    indiaglobal-corresp102111.htm

India Globalization Capital, Inc.

4336 Montgomery Avenue

Bethesda, Maryland 20814

Phone: 301-983-0998

Fax: 240-465-0273

October 21, 2011

VIA EDGAR

Securities and Exchange Commission

100 F. Street, N.E.

Washington, D.C. 20549

Attn:  Mr. Rufus Decker

Accounting Branch Chief

Re:

India Globalization Capital, Inc.

Form 10-K for the Year Ended March 31, 2011 Filed July 14, 2011

Definitive Proxy Statement on Schedule 14A Filed August 1, 2011

File No. 1-32830

Dear Mr. Decker:

This is our response to the SEC Staff’s follow-up comments in your letter of October 13, 2011 to India Globalization Capital, Inc. (“IGC”) regarding the above-referenced filings.

Please note that we will call your office in a few days and if there are any minor modifications we will make them immediately.  On the other hand, if the proposed revisions to the Form 10-K set forth in this letter are acceptable to you, we will file an amended 10-K/A for the year ended March 31, 2011 with the revisions set out in this letter and the revisions set out in our letter dated September 12, 2011 that addressed your comments dated August 11, 2011.  We thank you in advance for this accommodation.

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

ss:

India Globalization Capital, Inc.

John Selvaraj,

Treasurer, Principal Accounting

and Financial Officer

1

Form 10-K for the Year Ended March 31, 2011

Financial Statements

Consolidated Balance Sheet, page F-2

1. We note your response to comment five from our letter dated August 11, 2011 as well as Exhibit I — Revised Balance Sheet. Please revise your stockholders’ equity section to provide a subtotal for India Globalization Capital, Inc.’s (i.e. parent’s) equity. Refer to ASC 810-10-45-16 and 810-1055-4I for guidance.

IGC answer: We have incorporated the sub-total to disclose the equity of the parent, as shown in Exhibit 1.

Note 2 - Summary of Significant Accounting Policies, page F-10

 i) Accounts Receivable, page F-12

2. We note your response to comment 10 from our letter dated August 11, 2011. You indicate that the $2.37 million accounts receivable due from the National Highway Authority of India (“NHAI”) and the Cochin International Airport can take as long as two to three years to collect. It therefore appears that this receivable should be classified as long-term as of March 31, 2011 and 2010. Please revise accordingly.

IGC answer: The receivables of $2.37 million as of March 31, 2011 are ‘current’ and ‘due’.  They are backed by arbitration awards that have been won by the Company.  The awards are granted after a due process of arbitration, as required for any disputes where one of the contracting parties is the government.  These receivables are assessed as ‘current’ and ‘due’ as of every balance sheet or reporting date because the assessment is made from a contractual perspective. Further, given the nature of the contracting parties in these cases (i.e. government departments), the Company believes that there is no risk of non-collection despite the time it may take to collect. It could be 30 days or as explained much longer, we just don’t know.  However contractually they are due immediately upon award.

In our earlier response we were making the following point: We stated that the maximum time period of two to three years to indicate that even though these receivables are treated as ‘current’ and ‘due’ for periods in excess of a year, given the credit rating of the customer, the government or government agencies in these cases, the receivables should not be impaired.  Therefore, in the absence of a clear ability to assess when we expect to collect, we based our assessment on when they were contractually due.  As they are due immediately, the Company believes that the classification of these receivables as ‘current’ as of March 31, 2011 and March 31, 2010 continues to be appropriate.

We propose to add a new Note 28 to the financial statements explaining the above.  Please see Exhibit 2.

Note 19 - Deconsolidation page F-25

Note 25 - Impairment page F-28

3. We note your response to comment 12 from our letter dated August 11, 2011 and have the following additional comments.

·

Given the significance of Sricon as it related to your March 31, 2010 financial statements, we continue to believe that the audited financial statements were necessary and appropriate for your investors. Please expand your proposed risk factor disclosures to clarify such audited financial statements were not available when you filed your March 31, 2010 Form 10-K. See Note 5 to Rule of Regulation S-X;

IGC answer: We propose to add the following language to the risk factor that we provided in our letter of September 12, 2011: “Further, we did not have the audited financial statements of Sricon for fiscal years ended March 31, 2010 when we prepared our financial statements for that period.” The revised risk factor is shown as Exhibit 3.

·

You indicate that substantial portions of your assets are invested in Sricon and you may be unable to obtain sufficient financial information to accurately value your investment. Please revise your disclosure to indicate that you currently do not have sufficient financial information and the lack of such financial statements may impact your ability to accurately value your investment. This risk factor disclosure should be included in the footnotes to your financial statements as well;

IGC answer: We propose to change the title of the risk factor to the following: “Substantial portions of our assets are invested in Sricon.  We currently do not have sufficient financial information about Sricon and the lack of such financial statements may impact our ability to accurately value our investment in Sricon.”  The revised risk factor is shown as Exhibit 3.  In addition we have expanded Note 25 to our financial statements as shown in Exhibit 4 to include elements of the risk factor disclosure.

2

·

Please ensure that the disclosures in your financial statements include detailed information similar to the information you provided in your supplemental response to comment 12 from our letter dated August 11, 2011;

IGC answer: The revised Note 25 in Exhibit 4 reflects the inclusion of a detailed explanation of the methodology as well as an explanation of the information available to us at the time the impairment tests were carried out.

·

Please ensure that your disclosure identifies the Sricon financial information you relied on (e.g., December 31, 2009 unaudited balance sheet prepared in accordance with Indian GAAP); and

IGC answer: We have identified the above in Note 25 as set out in Exhibit 4.

·

Specifically disclose the valuation methodology used to determine the recoverability of your receivable and investment in Sricon as of March 31, 2011 and 2010.

IGC answer: We have disclosed the methodology used to determine the recoverability of our receivable and investment in Sricon.  Please refer to the revised Note 25 in Exhibit 4.

Exhibit 1

Parent’s equity subtotal added:

As of March 31,

2011 (as restated)

2010 (as restated)

ASSETS

Current assets:

Cash and cash equivalents

$

1,583,284

$

842,923

Accounts receivable, net of allowances

3,312,051

4,783,327

Inventories

133,539

162,418

Advance taxes

41,452

119,834

Deferred income taxes

-

25,345

Dues from related parties

-

3,114,572

Prepaid expenses and other current assets

1,474,838

2,054,462

Total current assets

$

6,545,164

$

11,102,881

Property, plant and equipment, net

1,231,761

1,748,436

Investments in affiliates

6,428,800

8,443,181

Investments-others

877,863

810,890

Deferred income taxes

-

4,075,461

Goodwill

410,454

6,146,720

Restricted cash

1,919,404

2,169,939

Other non-current assets

748,623

872,184

Total assets

$

18,162,069

$

35,369,692

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:

Short term borrowings and current portion of long term debt

$

901,343

$

1,389,041

Trade payables

1,311,963

1,839,405

Accrued expenses

349,149

461,259

Notes payable

3,920,000

4,120,000

Dues to related parties

-

149,087

Other current liabilities

94,892

149,942

Total current liabilities

$

6,577,347

$

8,108,734

Other non-current liabilities

1,209,479

1,107,498

Total liabilities

$

7,786,826

$

9,216,232

Shares potentially subject to rescission rights (4,868,590 shares issued and outstanding)

3,082,384

-

Stockholders' equity:

Common stock — $0001 par value; 75,000,000 shares authorized; 14,890,181 issued and

outstanding at March 31, 2011 and 12,989,207 issued and outstanding at March 31, 2010

$

1,490

$

1,300

Additional paid-in capital

38,860,319

36,805,724

Accumulated other comprehensive income

(2,502,596

)

(2,578,405

Retained earnings (Deficit)

(29,692,907

)

(9,452,000

Total equity attributable to the parent

$

6,666,306

$

24,776,419

Non-controlling interest

$

626,553

$

1,376,841

Total stockholders’ equity

$

7,292,859

$

26,153,460

Total liabilities and stockholders' equity

$

18,162,069

$

35,369,692

3

Exhibit 2

NOTE 28 - CERTAIN AGED RECEIVABLES

The accounts receivable as of March 31, 2011 and March 31, 2010 include certain aged receivables in the amount of $2.37 million and $2.30 million respectively.  These receivables are due from the National Highway Authority of India (“NHAI”) and the Cochin International Airport.  The Government of India owns NHAI, and the Cochin International Airport is partially owned by the State Government of Kerala.  The receivables have been due for periods in excess of one year as of fiscal year ended March 31, 2011 and March 31, 2010.  These receivables have been classified as current for the following reasons:

The receivables occurred and became due when TBL, our subsidiary in India, won two separate arbitration awards against each of these organizations. The arbitration awards stipulate that interest be accrued for the period of non-payment.  However, the receivables do not have an interest component as we will try and use the accrued interest as negotiating leverage for an earlier payment.  Although the receivables are contractually due, and hence its classification as current, it may take us anywhere from the next 30 days to two years to actually realize the funds, depending on how long these organizations want to delay paying.  We continue to carry the full value of the receivables, without interest and without any impairment, because the Company believes that there is minimal risk that these organizations will become insolvent and unable to make payment.

Exhibit 3

Revision to Risk Factor proposed as Exhibit 6 in letter dated September 12, 2011:

Substantial portions of our assets are invested in Sricon.  We currently do not have sufficient financial information about Sricon and the lack of such financial statements may impact our ability to accurately value our investment in Sricon.

We own 22% of the outstanding stock of Sricon Infrastructure Private Limited (“Sricon”). Despite our efforts to obtain current audited financial statements and other information from Sricon, they have refused to voluntarily supply such information. We have initiated legal actions, petitioning the Company Law Board (“CLB”) in India to compel Sricon to supply the relevant information for the financial years ended March 31, 2011 and 2010.  While we expect the CLB to ultimately grant us relief and while we have been able to obtain some information, including unaudited financial statements through December 31, 2009, contract claims Sricon is pursuing in the courts and independent valuations of Sricon’s real estate plant and machinery, all of which we have used in testing the impairment of the our receivable and investment in Sricon, the absence of other current financial information makes it difficult to accurately assess the value of our investment in Sricon. Further, we did not have the audited financial statements of Sricon for the year ended March 31, 2010 when we prepared our financial statements for that period.

In order to protect our investment in Sricon the Company has taken the following additional steps. In November 2010 the Company petitioned the high Court of Nagpur, India, for relief on its receivable and informed the court that it had a claim on Sricon’s assets. In January 2011 the Company received an order from the Company Law Board  in India, a quasi-court that has jurisdiction over Indian companies, freezing all assets and stopping Sricon from incurring additional liability. The CLB also ordered Sricon to allow the Company to inspect its books. The January order notwithstanding, we further petitioned the CLB to compel Sricon to provide financial information and grant access to review and inspect the book of records, including financials, bank data, board meetings, property, plant and equipment register, and other relevant information as required. Pursuant to the CLB order, the Company has visited Sricon to conduct inspections in January 2011, February 2011, April 2011 and June 2011. While we have been able to obtain some information, we are not able to monitor Sricon on a day-to-day basis nor do yet have complete financial information for Sricon.  This makes it difficult to accurately monitor the value of our investment in Sricon. As at March 31, 2011 we carry the Sricon investment on our books at $6.4 million and this value may be reduced in the future.

Exhibit 4

ORIGINAL NOTE 25 – IMPAIRMENT

“For the Financial Year Ended March 31, 2011 the Company conducted an impairment test on the investment in Sricon. Effective October 1, 2009, the Company reduced its investment in Sricon from 63% to 22%. After this event, the Company continued to account for the investment in Sricon based on the equity method of accounting. However the Company entered into a management dispute with Sricon after the Company was not able to obtain the financial statements of Sricon after March 31, 2010. The Company has conducted the impairment test based on the information available to it and the recoverable value of assets that it can ascertain. Based on such impairment test, the Company has concluded that the investment in Sricon needs to be impaired by $2,184,599.”

Proposed revision to the impairment note:

NOTE 25 – IMPAIRMENT

Effective October 1, 2009, the Company reduced its investment in Sricon from 63% to 22%.  For the financial year ended March 31, 2010 the Company conducted an impairment test on the 22% investment in Sricon using the discounted cash flow methodology.  The Company had access to the unaudited financial information of Sricon up to the period ended December 31, 2009, but did not have audited financial statements of Sricon for the year ended March 31, 2010.  The Company used information from the unaudited December 31, 2009 financial statements, recoverable values of property, plant and equipment not used in the operations of the Company based on independent third party valuations and Sricon’s history of winning and renewing contracts in determining the discounted cash flow.  Based on the impairment test applied at the end of March 31, 2010, the Company concluded that the recoverable value of its investment in Sricon exceeded the total of the value of its receivable in Sricon and its investment in Sricon.  Therefore no impairment was provided with respect to the receivable and investment in Sricon.

In January 2011, the Company Law Board in India (CLB), a body that has jurisdiction over companies in India, granted the Company’s petition to stay any transactions, such as purchases, sales or a further creation of liability on Sricon’s fixed properties including land and plant and machinery. Further, based on CLB orders representati

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

                                                               October 13, 2011
 Via Facsimile

Mr. John B. Selvaraj Principal Accounting Officer India Globalization Capital, Inc. 4336  Montgomery Ave.   Bethesda, Maryland 20814
RE: India Globalization Capital, Inc.
Form 10-K for the Year Ended March 31, 2011 Filed July 14, 2011 Definitive Proxy Statement on Schedule 14A  Filed August 1, 2011 File No. 1-32830

Dear Mr. Selvaraj:

We have reviewed your response letter da ted September 13, 2011 and have the following
comments.  Please respond to this letter with in ten business days by amending your filing or by
advising us when you will file the amendment.  If  you do not believe our comments apply to your facts
and circumstances or do not believe an amendment is  appropriate, please tell us why in your response.
   After reviewing the amendment to your fili ng and the information you provide in response to
these comments, we may have additional comments.
 Form 10-K for the Year Ended March 31, 2011

 Financial Statements

 Consolidated Balance Sheet, page F-2

 1. We note your response to comment five from our letter dated August 11, 2011 as well as Exhibit I
– Revised Balance Sheet.  Please revise your stockhol ders’ equity section to provide a subtotal for
India Globalization Capital, Inc’ s (i.e. parent’s) equity.  Re fer to ASC 810-10-45-16 and 810-10-
55-4I for guidance.
 Note 2 – Summary of Significant Accounting Policies, page F-10

 j) Accounts Receivable, page F-12

 2. We note your response to comment 10 from our letter dated August 11, 2011.  You indicate that
the $2.37 million accounts receivable  due from the National Highway Authority of India (“NHAI”)

Mr. John B. Selvaraj
India Globalization Capital, Inc. October 13, 2011 Page 2
 and the Cochin International Airport can take as long as two to three years to collect.  It therefore
appears that this receivable should be classified as long-term as of March 31, 2011 and 2010.
Please revise accordingly.
 Note 19 – Deconsolidation, page F-25

 Note 25 – Impairment, page F-28

 3. We note your response to comment 12 from our letter dated August 11, 2011 and have the
following additional comments.
 Given the significance of Sricon as it related to  your March 31, 2010 financial statements, we
continue to believe that the a udited financial statements were necessary and appropriate for
your investors.  Please expand your  proposed risk factor disclosu res to clarify such audited
financial statements were not available when  you filed your March 31, 2010 Form 10-K.  See
Note 5 to Rule 8-01 of Regulation S-X;
 You indicate that substantial por tions of your assets are invest ed in Sricon and you may be
unable to obtain sufficient financial informati on to accurately value your investment.  Please
revise your disclosure to  indicate that you currently do not ha ve sufficient financial information
and the lack of such financial statements may impact your ability to accurately value your
investment.  This risk factor disclosure shoul d be included in the foot notes to your financial
statements as well;
 Please ensure that the disclosures in your fina ncial statements include detailed information
similar to the information you provided in your supplemental response to comment 12 from our
letter dated August 11, 2011;
  Please ensure that your disclo sure identifies the Sricon fina ncial information you relied on
(e.g., December 31, 2009 unaudited balance sheet pr epared in accordance with Indian GAAP);
and
 Specifically disclose the valuat ion methodology used to determin e the recoverability of your
receivable and investment in Sricon as of March 31, 2011 and 2010.
 You may contact Ernest Greene, Staff Acc ountant at (202) 551-3733 or Jeanne Baker,
Assistant Chief Accountant at (202) 551-3691 if you have questions  regarding these comments.

       S i n c e r e l y ,
         / s /  R u f u s  D e c k e r           R u f u s  D e c k e r
       Accounting Branch Chief

CORRESP
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    indiaglobal-corresp091211.htm

India Globalization Capital, Inc.

4336 Montgomery Avenue

Bethesda, Maryland 20814

Phone: 301-983-0998

Fax: 240-465-0273

September 12, 2011

VIA EDGAR

Securities and Exchange Commission

100 F. Street, N.E.

Washington, D.C. 20549

Attn:  Mr. Rufus Decker

Accounting Branch Chief

Re:

India Globalization Capital, Inc.

Forms 10-K for the Year Ended March 31, 2011, Filed July 14, 2011

Definitive Proxy Statement on Schedule 14A filed on August 1, 2011

File No. 1-32830

Dear Mr. Decker:

This is our response to the SEC Staff’s follow-up comments in your letter of August 11, 2011 to India Globalization Capital, Inc. (“IGC”) in regard to the above-referenced filings.

Please note that in the next day or two we intend to file an amended 10-KA for the Year Ended March 31, 2011 with the revisions set out in this letter addressing your comments.  However, we are prepared to make further revisions in the event that you continue to have follow-up comments on Form 10-K for the Year Ended March 31, 2011 or on our revisions.

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

ss:

India Globalization Capital, Inc.

John Selvaraj,

Treasurer, Principal Accounting

and Financial Officer

Form 10-K for the Year Ended March 31, 2011

General

1

Where a comment below requests additional disclosures or other revisions to be made, please show us in your supplemental response what the revisions will look like. These revisions should be included in an amendment to your filing.

IGC Response: Where we have provided proposed revisions in response to the Commission’s comments below, except as otherwise indicated in the responses we will include the revisions in an amendment to the Form 10-K for the year ended March 31, 2011 (the “2011 10-K”).

Risk Factors, page 8 General

2

We have read your response to comment two from our letter dated May 9, 2011. You mentioned that your CFO previously worked for Startec Global Communications. Please confirm whether your CFO, John Selvaraj or your CEO, Ram Mukunda previously worked for Startec Global Communications. Please provide a more robust explanation of his role at Startec Global Communications. Please tell us how long he worked at Startec Global Communications, including all of his roles at the company. Please provide us with a comprehensive description of his responsibilities at Startec Global Communications, including those that relate to the financial statements and financial reporting. Please tell us whether he was responsible for
the preparation of the financial statements including whether he reviewed the financial statements or prepared the financial statements.

IGC Response: Mr. John Selvaraj worked at Startec Global Communications for a total of 10 years from the end of 1997 to 2007. Mr. Selvaraj held progressively responsible positions. Between 1999 and 2005 he worked as the Vice President of Finance and Accounting Operations.  While in this position, Mr. Selvaraj’s responsibilities included consolidation of accounts for the company’s operations in US, Canada, Europe and Asia. Also during this period, several directors within the Finance and Accounting Department, including directors and staff for Accounting, Treasury, Payroll/Employee Stock Options, Taxes and one independent accounting
staff responsible for SEC filings, reported to Mr. Selvaraj.  He did not prepare the financial statements or the SEC filings himself, but was responsible for reviewing them.  The individuals responsible for preparing the statements and filings reported to him.

Management's Discussion and Analysis, page 19 General

3

We have read your response to comment eight from our letter dated May 9, 2011. Please tell us where you have included this disclosure in your Form 10-K for the year ended March 31, 2011. Otherwise, please show us in your supplemental response what your revisions will look like.

IGC Response: We have not included the information in our 2011 10-K and we are unable to revise our filing because we do not generate the information on the break-up of sales and related information for products and services, as these are not the basis on which operating decisions are made.  However, we note your comments and in order to enhance our disclosures, we have initiated a process of augmenting our information and reporting systems to provide data on net sales of tangible products and revenues from services as well as the related information. We reiterate that when the information systems are able to retrieve the required information, we
will provide the necessary disclosures in our future filings.

2

Liquidity and Capital Resources, page 26

4

We have read your response to comment 10 from our letter dated May 9, 2011. Please tell us where you have included this disclosure in your Form 10-K for the year ended March 31, 2011. This disclosure should address your significant use of cash in operating activities for each period presented.

IGC Response: We have included disclosures on the significant use of cash in operating activities in the section marked ‘Liquidity and capital resources’ of the management discussion and analysis. Considering the size and scope of our operations, we believe the disclosures provided address the significant use of cash in operating activities for each period presented.

Financial Statements Consolidated Balance Sheet, page F-2

5

Your total stockholders' equity as presented on your consolidated balance sheets does not agree to your total stockholders' equity as presented in your consolidated statement of stockholders' equity on page F-5. This difference appears to be due to your presentation of non-controlling interest outside of your total stockholders' equity on your balance sheet. Please refer to FASB ASC 810-10-50-1A and address the need to revise your financial statements accordingly.

IGC Response: The difference is due to the presentation of the non-controlling interest balance outside the stockholders’ equity on the balance sheet. However, please note that non-controlling interest has been presented together with the stockholders equity and not as either a liability or temporary equity. We have amended the statements to present non-controlling interest as part of the stockholder’s equity on the balance sheet such that the total on the balance sheet is the same as the total in the statement of stockholder’s equity.  Please see the revised balance sheet below and in Exhibit 1, with the revisions
tracked.

3

INDIA GLOBALIZATION CAPITAL, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

As of March 31,

2011 (as restated)

2010 (as restated)

ASSETS

Current assets:

Cash and cash equivalents

$

1,583,284

$

842,923

Accounts receivable, net of allowances

3,312,051

4,783,327

Inventories

133,539

162,418

Advance taxes

41,452

119,834

Deferred income taxes

-

25,345

Dues from related parties

-

3,114,572

Prepaid expenses and other current assets

1,474,838

2,054,462

Total current assets

$

6,545,164

$

11,102,881

Property, plant and equipment, net

1,231,761

1,748,436

Investments in affiliates

6,428,800

8,443,181

Investments-others

877,863

810,890

Deferred income taxes

-

4,075,461

Goodwill

410,454

6,146,720

Restricted cash

1,919,404

2,169,939

Other non-current assets

748,623

872,184

Total assets

$

18,162,069

$

35,369,692

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:

Short term borrowings and current portion of long term debt

$

901,343

$

1,389,041

Trade payables

1,311,963

1,839,405

Accrued expenses

349,149

461,259

Notes payable

3,920,000

4,120,000

Dues to related parties

-

149,087

Other current liabilities

94,892

149,942

Total current liabilities

$

6,577,347

$

8,108,734

Other non-current liabilities

1,209,479

1,107,498

Total liabilities

$

7,786,826

$

9,216,232

Shares potentially subject to rescission rights (4,868,590 shares issued and outstanding)

3,082,384

-

Stockholders' equity:

Common stock — $0001 par value; 75,000,000 shares authorized; 14,890,181 issued and

   outstanding at March 31, 2011 and 12,989,207 issued and outstanding at March 31, 2010

$

1,490

$

1,300

Additional paid-in capital

38,860,319

36,805,724

Accumulated other comprehensive income

(2,502,596

)

(2,578,405

)

Retained earnings (Deficit)

(29,692,907

)

(9,452,000

)

Non-controlling interest

$

626,553

$

1,376,841

Total stockholders' equity

$

7,292,859

$

26,153,460

Total liabilities and stockholders' equity

$

18,162,069

$

35,369,692

4

Consolidated Statements of Comprehensive Income, page F-4

6

Please ask your auditors to address the need to revise their report to indicate that they audited your consolidated statements of comprehensive income.

IGC Response: The auditor acknowledges that they audited the consolidated statements of comprehensive income.  The term ‘consolidated statements of income’ currently used collectively refers to the consolidated statements of operations and consolidated statements of other comprehensive income. However, the auditor has agreed that they will revise the language in their report to specifically include consolidated statements of comprehensive income in future audit reports.

Consolidated Statements of Operations, page F-3

7

In response to comment 29 from our letter dated February 25, 2011, you indicated that you would disclose that cost of revenues is exclusive of depreciation and amortization. You also indicated that you would also remove the gross profit subtotal in your future filings. Please note that your subtotal, revenues less cost of revenues (excluding depreciation), represents a gross profit presentation. Please revise your Statement of operations to remove the subtotal revenue less cost of revenues (excluding depreciation) for all periods presented.

IGC Response: Please see the revised Consolidated Statement of Operations with the subtotal line removed as shown in the response to comment 8 and in Exhibit 2 (revisions tracked).

8

Please revise your statements of operations to include your $5.8 million impairment loss - goodwill as a component of operating income (loss).

IGC Response: Please see the revised Consolidated Statement of Operations with goodwill as a component of operating income (loss) as shown below and in Exhibit 2 (revisions tracked).

5

INDIA GLOBALIZATION CAPITAL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

Year ended March 31,

2011 (as restated)

2010 (as restated)

     Revenues

$

4,073,919

$

17,897,826

     Cost of revenues

(3,914,655

)

(15,671,840

)

     Selling, General and Administrative expenses

(7,283,089

)

(5,614,673

)

     Depreciation

(785,066

)

(603,153

)

     Impairment loss – goodwill

(5,792,849)

-

     Impairment loss – investments

(2,184,599)

-

Operating income (loss)

(15,886,339

)

(3,991,840

)

     Interest expense

(1,395,433

)

(1,221,466

)

     Amortization of debt discount/Loss on extinguishment of debt

(191,804

)

(356,436

)

     Interest Income

262,826

210,097

     Other Income

301,182

281,782

     Loss on dilution of stake in Sricon

-

(2,856,088

)

     Equity in earnings of affiliates

-

16,446

Income before income taxes and minority interest attributable to non-controlling interest

$

(16,909,568

)

(7,917,505

)

      Income taxes benefit/ (expense)

(4,100,385

)

3,109,704

Net income

$

(21,009,953

)

(4,807,801

)

     Non-controlling interests in earnings of subsidiaries

769,046

18,490

Net income / (loss) attributable to common stockholders

$

(20,240,907

)

$

(4,789,311

)

Earnings per share attributable to common stockholders:

      Basic

$

(1.34

)

$

(0.42

)

      Diluted

$

(1.34

)

$

(0.42

)

Weighted-average number of shares used in computing earnings per share amounts:

      Basic

15,108,920

11,537,857

      Diluted

15,108,920

11,537,857

Statement of Cash Flows, page F-6

9

Please confirm that your line item, "Interest expense (including non-cash)" does not include any cash component. Otherwise, address the appropriateness of this adjustment to reconcile net income (loss) to net cash.

IGC Response: We confirm that the item does not include any cash component.

6

Note 2 - Summary of Significant Accounting Policies, page F-10

i) Accounts Receivable, page F-12

10

We have read your response to comment 14 from our letter dated May 9, 2011. Please provide the following:

·

We note that you had collected $3.2 million out of the total receivable amount of $4.8 million as of the date of your prior response. Please tell us the amount outstanding as of March 31, 2011 and address the collectability of such amounts;

IGC Response: As of March 31, 2011, out of the balance of $1.6 million ($4.8 million minus $3.2 million) we had collected an additional $0.34 million. The total amount outstanding relating to this transaction as of March 31, 2011 was therefore $1.26 million. We assessed the collectability of the balance as of March 31, 2011 and based on our assessment, we fully provided for the balance as of that date.

·

We note that you have $3.3 million of accounts receivable as of March 31, 2011. This balance appears high given your fiscal year 2011 revenues of $4.1 million. Please provide us an aging schedule for these receivables and address the collectability of such amounts. Address the need to discuss the aging of your accounts receivable in Management's Discussion and Analysis; and

IGC Response: Based on your comment, we note the need to provide an aging analysis for our accounts receivable in cases where the receivable balances appear to be too high relative to the revenue. We will provide the necessary details in similar circumstances in our future filings.

Of the $3.3 million in accounts receivable as of March 31, 2011, a total of about $2.37 million is due from the National Highway Authority of India (“NHAI”) and the Cochin International Airport.  These amounts were awarded to our subsidiary TBL in two separate binding arbitrations. Typically, the awards can take as much as two to three years to collect. There is sometimes a risk with respect to such awards that the organization ordered to pay the award may not still be in business when the collection process is complete. However, in our case, NHAI is a government of India organization and the Cochin International Airport is partially owned by the state government of Kerala.  We are
not aware of any risk that either of these entities will become insolvent in the next several years.  Therefore, we believe that the receivables from these entities, though aged beyond 90 days with the expectation that they could age up to three years, will eventually be collected. We expect to realize these receivables and continue to work towards hastening the process of collection. The remaining $.93 million is normal trade receivables, with $.66 million less than 30 days old.  An aging report is set out below.

Aging of accounts receivable as at March 31, 2011:

0-30 days

31-60 days

61-90 days

More than 90 days

Total

$
657,119

$
13,327

$
263,727

$
2,377,878

$
3,312,051

·

You indicate on page 24 that your selling, general and administrative expenses for 2011 include a $1.52 million write-off of bad debts that were considered to be irrecoverable. Please tell us and revise your disclosures to indicate how these receivables arose and the facts and circumstances that resulted in your determination that such amounts are irrecoverable.

IGC Response: A significant portion of the write off for bad debt was for the account receivable which resulted from the sale of iron ore to China that has been discussed in the earlier comment letters and our responses and in the response to th

CORRESP
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    indiaglobalcorresp083011.htm

India Globalization Capital, Inc.

4336 Montgomery Avenue

Bethesda, Maryland 20814

Phone: 301-983-0998

Fax: 240-465-0273

August 30, 2011

VIA EDGAR

Securities and Exchange Commission

100 F. Street, N.E.

Washington, D.C. 20549

Attn:  Rufus Decker

Accounting Branch Chief

Re:           India Globalization Capital, Inc.

Form 10-K for the Year Ended March 31, 2011

Filed July 14, 2011

Definitive Proxy Statement on Schedule 14A

Filed August 1, 2011

File No. 1-32830

Dear Mr. Decker:

This letter is in response to the letter from the Staff of the Securities and Exchange Commission (the “Commission”) to India Globalization Capital, Inc. (the “Company") dated August 11, 2011 (the “Comment Letter”) with respect to the above-referenced filings.  In the Comment Letter you requested that the Company either respond to the comments set forth therein within 10 business days or indicate when it will provide the requested response.  The Company subsequently called Ernest Greene on August 26, 2011 requesting a minimum of an additional 10 days to respond to the Comment Letter.  Per Mr. Greene’s voice mail of today we are writing to request an extension in the time to respond to the Comment Letter to Tuesday, September 6, 2011.  At the time that the Company received the Comment Letter, it was in the process of finalizing its Form 10-Q for the quarter ended June 30, 2011, which was the first 10-Q for which it was required to provide XBRL files.  In addition, the Company has been reviewing a possible acquisition which has required consider travel time by our management and other key members of our staff.  We would appreciate the Staff’s cooperation in permitting the Company to have additional time to respond to the comments.

Very truly yours,

INDIA GLOBALIZATION CAPITAL, INC.

/s/Ram Mukunda

Ram Mukunda, CEO

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

                                                               August 11, 2011
 Via Facsimile

Mr. John B. Selvaraj Principal Accounting Officer India Globalization Capital, Inc. 4336  Montgomery Ave.   Bethesda, Maryland 20814
RE: India Globalization Capital, Inc.
Form 10-K for the Year Ended March 31, 2011 Filed July 14, 2011 Definitive Proxy Statement on Schedule 14A  Filed August 1, 2011 File No. 1-32830

Dear Mr. Selvaraj:

We have reviewed your response letter dated June 9, 2011 and have the following
comments.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.
Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, pl ease tell us why in your response.
   After reviewing any amendment to your  filing and the information you provide in
response to these comments, we may have additional comments.
 Form 10-K for the Year Ended March 31, 2011

 General

 1. Where a comment below requests additional disclosures or other revisions to be made, please
show us in your supplemental response what th e revisions will look lik e.  These revisions
should be included in an am endment to your filing.

Mr. John B. Selvaraj
India Globalization Capital, Inc. August 11, 2011 Page 2
 Risk Factors, page 8

 General

 2. We have read your response to comment tw o from our letter dated May 9, 2011.  You
mentioned that your CFO previously worked for Startec Global Communications.  Please
confirm whether your CFO, John Selvaraj or  your CEO, Ram Mukunda previously worked
for Startec Global Communications.  Please provid e a more robust explanation of his role at
Startec Global Communications.  Please tell us how long he worked at Startec Global
Communications, including all of his roles at  the company.  Please provide us with a
comprehensive description of his responsib ilities at Startec Global Communications,
including those that relate to the financial statements and financia l reporting. Please tell us
whether he was responsible for the preparation of the financia l statements including whether
he reviewed the financial statements or prepared the financial statements.

Management’s Discussion and Analysis, page 19

 General

 3. We have read your response to comment eight from our letter dated May 9, 2011.  Please tell
us where you have included this disclosure in your Form 10-K for the year ended March 31,
2011.  Otherwise, please show us in your suppl emental response what your revisions will
look like.
Liquidity and Capital Resources, page 26

4. We have read your response to comment 10 from  our letter dated May 9, 2011.  Please tell us
where you have included this disclosure in your Form 10-K for the year ended March 31,
2011.  This disclosure should address your signif icant use of cash in operating activities for
each period presented.
 Financial Statements

 Consolidated Balance Sheet, page F-2

 5. Your total stockholders’ equity as presented on your consolidated balance sheets does not
agree to your total stockholders ’ equity as presented in your consolidated statement of
stockholders’ equity on page F-5.  This differenc e appears to be due to  your presen tation of
non-controlling interest outside  of your total stockholders’ equity on your balance sheet.
Please refer to FASB ASC 810-10- 50-1A and address the need to revise your financial
statements accordingly.

Mr. John B. Selvaraj
India Globalization Capital, Inc. August 11, 2011 Page 3
 Consolidated Statements of Comprehensive Income, page F-4

 6. Please ask your auditors to address the need to re vise their report to indicate that they audited
your consolidated statements of comprehensive income.
Consolidated Statements of Operations, page F-3

 7. In response to comment 29 from our letter dated February 25, 2011, you indicated that you
would disclose that cost of revenues is excl usive of depreciation and amortization. You also
indicated that you would also rem ove the gross profit subtotal in  your future filings.  Please
note that your subtotal, revenue s less cost of revenues (exclu ding depreciation), represents a
gross profit presentation.  Please revise your st atement of operations to remove the subtotal
revenue less cost of revenues (excluding de preciation) for all periods presented.

8. Please revise your statements of operations  to include your $5.8 million impairment loss -
goodwill as a component of operating income (loss).

Statement of Cash Flows, page F-6

 9. Please confirm that your line item, “Interest expense (including non-cas h)” does not include
any cash component.  Otherwise, address the appropriate ness of this adjustment to reconcile
net income (loss) to net cash.
 Note 2 – Summary of Significant Accounting Policies, page F-10

 j) Accounts Receivable, page F-12

 10. We have read your response to comment 14 from our letter dated May 9, 2011.  Please
provide the following:
 We note that you had collected $3.2 million out  of the total recei vable amount of $4.8
million as of the date of your prior response.  Please tell us the amount outstanding as of
March 31, 2011 and address the coll ectability of such amounts;
 We note that you have $3.3 million of accounts receivable as of March 31, 2011.  This
balance appears high given your fiscal year 2011 revenues of $4.1 million.  Please
provide us an aging schedule for these receiv ables and address the collectability of such
amounts.  Address the need to discuss the aging of your accounts receivable in Management’s Discussion and Analysis; and
 You indicate on page 24 that your selling, ge neral and administrative expenses for 2011
include a $1.52 million write-off of bad debts that were consider ed to be irrecoverable.
Please tell us and revise your disclosures to indicate how th ese receivables arose and the
facts and circumstances that resulted in  your determination that such amounts are
irrecoverable.

Mr. John B. Selvaraj
India Globalization Capital, Inc. August 11, 2011 Page 4
 Note 11– Goodwill, page F-21

 11. We have read your response to comment 26 from  our letter dated May 9, 2011.  We note that
you have recorded an impairment loss of $5.8 million as of March 31, 2011.  Please expand your disclosures to provide the following:
 Fully discuss the facts and circumstances that  lead to the impairment of your goodwill.
Your disclosures should provide readers w ith a full understanding of management’s
assessment of the underlying business of TBL; and
 In your disclosure on page 25 under the caption “Impairment loss –goodwill” you
mitigate the fact that you impaired almost  your entire goodwill bala nce with a statement
that the market potential for the infrastruc ture business in India remains strong and
unabated.  It is unclear as to the appropria teness of this statement in light of the
underlying facts and circumstances that le ad to your impairment of goodwill.
 Note 19 – Deconsolidation, page F-25

Note 25 – Impairment, page F-28
 12. We have read your responses to comments 5, 16, 18 and 27 from our letter dated May 9,
2011.  Please provide the following:
 It still remains unclear how you determined that your Form 10-K for the year ended
March 31, 2010 is considered timely filed.  Please tell us how you determined that your
Form 10-K is considered timely filed given th e lack of audited fina ncial statements for
Sricon as required by Note 5 to Rule 8-01 of  Regulation S-X.   Address the need to
provide investors with risk fact or or other disclosures regardi ng the lack of these financial
statements;
 Please provide us with the most recent Sric on financial information you have obtained.
In this regard, you indicate that you did not receive a separate audit opinion on Sricon’s
statements converted to U.S. GAAP.  It th erefore remains unclear how your auditors
verified significant amounts related to your inve stment in Sricon that are reflected in your
financial statements as of March 31, 2010 a nd 2011.  Please ask your auditors to provide
us with a comprehensive and robust explanati on explaining how they verified significant
amounts in Sricon’s financial statements such  that they were able to opine on the
appropriateness of the Company’s receivable fr om and investment in Sricon as of each
balance sheet presented.  Pleas e also provide a descripti on of any supporting documents
that were examined;
 You indicate that you believe that the cash flow  projections for Sricon are achievable.  In
this regard, we note your difficu lty in obtaining financial info rmation or participating in
the board meetings for Sricon.  Please tell us how you continue to believe that cash flow
projections are achievable and reliable when you cannot objectively verify that Sricon has
met your cash flow projections;
 It still remains unclear how you determined th at it is appropriate to include contract
claims that Sricon has filed in your determin ation of fair value.  Please cite the
accounting literature used to  support your conclusion;

Mr. John B. Selvaraj
India Globalization Capital, Inc. August 11, 2011 Page 5
  Please provide us with a summary of your di scounted cash flow analysis for Sricon for
each period presented.  Ensure you include a discussion of your underlying estimates and
assumptions; and
 We note that you have recorded an impairmen t of $2.2 million related to your investment
in Sricon based on the information available.   Please tell us and expand your disclosures
to describe the nature of this information.  Please provide us w ith the objective and
verifiable information you obtained to support your conclusions that your investment was
impaired by $2.2 million and that the remain ing $6.4 million is recoverable.   Please
discuss the assumptions and estima tes used in this determination.
 13. We have read your response to comment 17 fr om our letter dated Ma y 9, 2011.  You indicate
that a definitive legal course of action for the disposition of a part of your investment had not
been determined and therefore was not disclose d.  Notwithstanding the fact that there was no
legal course of action, Item 11(b)  of Form S-3 requires a registra nt to disclose all material
changes that have occurred since the end of the latest fiscal ye ar for which certified financial
statements were included in the latest annual report to the security holders and which have
not been described in periodi c filings under the Exchange Ac t.  Please tell us how you
determined that the deconsolid ation of Sricon should not have been disclosed in your Form
S-3, file no. 333-163548 filed on December 7, 2009 or your post-effective amendments to
your Form S-3, file no. 333-124942 filed on January 28, 2010 and February 3, 2010.

Note 20 - Income Taxes, page F-26

 14. We have read your response to comment 20 from our letter dated May 9, 2011.  Please
correct your rate reconciliation as of March 31, 2010 so that th e effective tax rate in your
financial statements are in line with the eff ective tax rate computed  in your statement of
operations.
 Note 21 – Segment Information, page F-28

 15. We have read your responses to comments 4 and 21 from our letter dated May 9, 2011 as
well as your disclosures in your Form 10-K fo r the year ended March 31, 2011.  You indicate
that IGC operates in a single operating segm ent and that the CEO, who is your CODM,
reviews financial information presented on an entity level.  However, you disclose on page
28 the existence of discrete financial informati on for your separate lega l entities.  Please note
that if discrete financial information is availa ble to your CODM, he is presumed to use such
information.   Please address the following:
 Please explain why your separate legal entities  are not operating segments as defined by
FASB ASC 280-10-50-1;
 You indicate that the account information fo r the separate entitie s obtained for the
purpose of financial statement consolidation is reviewed on an as needed basis by the
COO and CFO.  Please tell us if this informa tion is also provided as part of the CODM
reports;

Mr. John B. Selvaraj
India Globalization Capital, Inc. August 11, 2011 Page 6
  You have also provided us with a template of your CODM reports.  Please provide us
with a summary of the CODM reports that are reviewed by your CODM.  Please ensure
that your CODM reports are in the exact form  that is presented to the CODM, including
numerical amounts; and
 It appears that you are aggr egating all of your operati ng segments (i.e. your legal
entities).  As such, please also  provide us in detail with your  aggregation analysis using
the criteria in FASB ASC 280-10-50-11.  In doi ng so, please also clearly demonstrate
how you determined that each operating segm ent in a reportable segment had similar
economic characteristics to each  other operating segment in that reportable segment in
light of your disclosures on page F-28 .
 Definitive Proxy Statement on Schedule 14A

 Election of Directors, page 3

 16. Notwithstanding the April 7, 2011 response to comment 55 in our February 25, 2011 letter
that India Globalization does not have a formal po licy for the consideration of diversity in the
composition of its board and that India Globalizat ion would include a statement to that effect
in future proxy statements, we are unable to locate the statement in this proxy statement.
Please revise in future filings.

Governance of the Company, page 14

 17. Notwithstanding the April 7, 2011 response to comment 56 in our February 25, 2011 letter,
we are unable to locate a discussion of the lead ership structure of the board of directors and
the role of the board of directors in risk  oversight in this proxy statement.  See
 Item 407(h) of
Regulation S-K, and revise in fu ture filings.  We note the disc losure relating to compensation
risk assessment on page 21.

You may contact Ernest Greene, Staff Acc ountant at (202) 551-3733 or Jeanne Baker,
Assistant Chief Accountant at (202) 551-3691 if you have questions  regarding comments on the
financial statements and related matters. Please  contact Edward M. Kelly, Senior Counsel at
(202) 551-3728 or Craig E. Slivka, Special Couns el at (202) 551-3729 with  any other questions.

            S i n c e r e l y ,
         / s /  R u f u s  D e c k e r           R u f u s  D e c k e r
       Accounting Branch Chief

CORRESP
1
filename1.htm

    indiaglobal-corresp060811.htm

India Globalization Capital, Inc.

4336 Montgomery Avenue

Bethesda, Maryland 20814

Phone: 301-983-0998

Fax: 240-465-0273

June 9, 2011

VIA EDGAR

Securities and Exchange Commission

100 F. Street, N.E.

Washington, D.C. 20549

Attn:  Rufus Decker

Accounting Branch Chief

Re:

India Globalization Capital, Inc.

Forms 10-K & 10-K/A for the Year Ended March 31, 2010

Forms 10-Q for the Periods Ended June 30, 2010, September 30, 2010 and

December 31, 2010

Definitive Proxy Statement on Schedule 14A filed on July 23, 2010

File No. 1-32830

Dear Mr. Decker:

This is our response to the SEC Staff’s follow-up comments in your letter of May 9, 2011 to India Globalization Capital, Inc. (“IGC”) in regard to the above-referenced filings.

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

ss:

India Globalization Capital, Inc.

John Selvaraj,

Treasurer, Principal Accounting

and Financial Officer

1

FORM 10-K/A FOR THE YEAR ENDED MARCH 31, 2010

General

1. Where a comment below requests additional disclosures or other revisions to be made, please show us in your supplemental response what the revisions will look like. These revisions should be included in your future filings.

IGC response:

Where relevant, we have provided proposed revised draft disclosures in our responses below.   We have indicated which comments we propose to address by amending IGC’s existing SEC filings and which comments we propose to address in subsequent filings.  Unless we are directed otherwise by the SEC, we will wait for the SEC’s comments on this response before amending our current filings.

Risk Factors, page 7

General

2. We have read your response to prior comment seven.

·

You indicate that the individual responsible for consolidation and preparation of your financial statements is located in India.  He is a trained accountant with twenty years of accounting experience. He has studied U.S. GAAP accounting over the last three years primarily by working with the outside experts and continues to work closely with our outside U.S. GAAP consultants. He and his team took over the conversion activity from the outside consultants in 2010. Please more fully explain the nature of the time and extent of his involvement with the U.S. GAAP consultants.

IGC response:

The individual responsible for consolidation and preparation of our financial statements is employed full-time by IGC, is a qualified accountant by education and experience, and is located in India.  He is in charge of our U.S. GAAP financial statement preparation.  Specifically, he undertakes technical accounting analysis for various routine and non-routine transactions, manages all of the accounting staff in India, manages and coordinates the day-to-day financial reporting process, and manages the monthly and quarterly closings of the books of account.

Additionally, for any matters that may require outside consultation, our accountant calls upon qualified consultants with special expertise in U.S. GAAP accounting, U.S. tax, legal, and other matters.  For the purpose of preparation of IGC’s financial statements, he records appropriate entries, is responsible for currency conversion, prepares the consolidated statements, co-ordinates with the outside auditors for the completion of the audit process, and drafts footnotes and other disclosures.  As noted above, he also consults with outside U.S. GAAP experts whenever is required.

In general, our accountant is a key member of the financial reporting team and spends more than 70% of his time in financial reporting matters and considerable time (approximately 30%) in co-ordination with U.S. GAAP accounting consultants and outside auditors in the preparation of IGC’s U.S. GAAP financial statements.

2

During Fiscal 2010, our accountant was also responsible for transitioning from an external bookkeeping and U.S. GAAP conversion service to an in-house operation.  Our accountant worked with both our former U.S. GAAP accounting consultants and our new U.S. GAAP accounting advisor, which we hired in January 2010.  Our accountant was provided with help from the new outside U.S. GAAP advisor on the preparation of Form 10-Qs and Form 10-Ks, cash flow statements, footnotes, disclosures, among others, and other technical accounting interpretations for key transactions.

•

You mentioned that your CFO previously worked for a public company. Please explain his role at this public company. Please tell us how long he worked at this public company. Please tell us whether that company's financial statements were prepared in U.S. GAAP. Please provide us with similar information for the other members of your core finance group.

IGC Response:

Our CFO previously worked for a Maryland-based corporation, Startec Global Communications, Inc. (Startec).  After its initial public offering in 1997, he worked at Startec until 2007.  He held the Vice President of Finance position for over six years at Startec.  His responsibilities included, the set-up and management of Startec’s overseas operations, (UK, France, Germany, Netherlands, India, and certain Asian countries), management of accounting operations, banking, and financial reporting including consolidated financial statements, statement conversions to U.S. GAAP, and filings with the SEC.  As a U.S. publicly held company, Startec’s financial statements were prepared in accordance with U.S. GAAP.

In each of IGC’s operations, there are accounting personnel responsible for carrying out the day-to-day accounting processes.  Our accountant in India and our CFO are the core of our finance team and directly supervise our financial reporting process.

•

You indicate that you have recently engaged a large accounting firm on a retainer basis as your accounting advisor. You consult them to seek relevant guidance and technical accounting assistance and when in need of a review of certain disclosures and other related issues. Please provide us with a more robust discussion of the credentials of this large accounting firm and the specifics surrounding your consults subsequent to retaining them.

IGC Response:

We engaged our current U.S. GAAP advisor in January 2010.  Our U.S. GAAP advisor is the Indian branch of a global network of professional firms providing audit, tax and advisory services. They provide U.S. GAAP audit and advisory services in the area of financial reporting to a range of international and national clients. The firm employs accounting professionals and advises us on important accounting matters. The firm employs individuals that are trained and experienced in U.S. GAAP.

3

Based on our needs, the advisor provides the following services:

·

Review of Form 10-Q and Form 10-K prior to filing with the SEC and assisting IGC in identifying potential disclosures and improved compliance with U.S. GAAP; and

·

Assistance under U.S. GAAP on accounting issues identified by the IGC’s management.

Subsequent to retaining our current U.S. GAAP advisor, we have consulted them practically on all accounting matters both as a way to familiarize them with our procedures and as a way to provide our staff with a deeper understanding of U.S. GAAP and SEC reporting. Specifically, we have consulted them about: accounting entries to be recorded in financial statement for consolidation, assistance in the simplification of consolidation worksheets, additional desirable financial statement disclosures, the accounting for  de-consolidation, treatment of stock, options and warrants, repayment/exchange of debt, depreciation, equity table, notes, new reporting and disclosure rules, and U.S.GAAP rules for revenue recognition, among others.

•

In addition, for each accounting firm/consultant, please provide the following:

§

Tell us the specific role of the accounting firm/consultant with regards to the preparation of the financial statements;

IGC Response:

We use three accounting firms/consultants/advisors, as follows:

The first is the U.S.GAAP advisor that we hired in January 2010, as mentioned before.  Apart from the specifics described above, they also review our Form 10-Qs and Form 10-Ks to ensure that they comply with requirements including any new accounting literature. They also check Form 10-Qs and Form 10-Ks against a check-list to ensure compliance.

The second accounting firm is KPK faServ India Pvt Ltd (“KPK”).  They are based in Bangalore India, and are responsible for all record keeping for IGC USA and IGC Mauritius. They are involved in the day-to-day recording of transactions. They prepare the stand-alone financials for the IGC holding company. They have ready access to the U.S. GAAP advisor.

The third accounting firm we use is T.D. Emory and Associates a U.S. based tax consultant. They prepare the calculations and disclosures related to tax.

§

Tell us whether the accounting firms/consultants are involved in the daily recording of transactions;

4

IGC Response:

KPK does the day-to-day recording of transactions of the USA and Mauritius holding companies.  None of the other firms mentioned are involved in the day-to-day recording of transactions.

§

Tell us whether these accounting firms/consultants are on-site and are essentially performing a record keeping role;

IGC Response:

None of the outside firms or consultants are located on-site.  KPK is off-site and they perform a record-keeping role for parts of IGC as noted above.  We provide them all the necessary source documents for the purpose of book-keeping and our IGC personnel co-ordinates this activity and exercises review and control on an ongoing basis.

In all our operating companies, there are in-house accounting teams that carry out day-to-day accounting and record-keeping processes that comprise most of our business.

§

Specifically identify the types of procedures that your accounting firms/consultants are providing; and

IGC Response:

The procedures performed by each of our consultants and accounting firms are described above.

§

For each accounting firm/consultant identified, please provide us with a robust discussion of the background of the specific employees of the accounting firms/consultants that provide services to the Company.  Please tell us specifically about the employees' U.S. GAAP experience including whether they worked at a public company or audited public companies.  Please also discuss the employees’ role and how long they worked in a U.S. GAAP environment.

IGC Response:

Our U.S. GAAP advisor employs professionally qualified chartered accountants trained and having practical working experience in U.S. GAAP audits and advisory engagements for their clients.  The team members have gone through the internal U.S. GAAP training and have relevant experience.  A number of advisor’s employees have worked on audits and advisory projects in public companies.  They have experience ranging from three to ten years on audit and accounting requiring U.S. GAAP and related reporting matters.   They are able to utilize their own team of internal experts on an as needed basis for any highly technical matters that may arise. The U.S. GAAP advisor has a client service team (comprising Engagement Director, Engagement Manager, Engagement In-charge and other team members) based out of Bangalore in India that is led by an Engagement Director. The Engagement Director is a qualified chartered accountant with over 10 years of post-qualification experience in the area of accounting and audit under U.S. GAAP, IFRS and Indian GAAP. The Engagement Director has been involved in audits of SEC registrants in the past and has extensive experience in U.S, GAAP engagements. The Engagement Manager is also a qualified chartered accountant with over 7 years of post-qualification experience in the areas of accounting and audit under U.S. GAAP, IFRS and Indian GAAP. The Engagement Manager has been involved in U.S. GAAP audits of other companies in the past. The Engagement In-charge is also a qualified chartered accountant with over 3 years of post-qualification experience in the areas of accounting and audit under U.S. GAAP, IFRS and Indian GAAP. The Engagement In-Charge has been involved in U.S. GAAP audit of SEC registrants in the past.  Initial discussions between the company and the U.S. GAAP advisor are initiated with the Engagement In-charge and are then escalated to others.

5

KPK is an accounting firm directed and staffed by qualified Chartered Accountants from India. Their primary business focus is providing back-office accounting support services for clients spread across the world, but mostly for their Indian business clients and also for some business enterprises located in the USA and UK. Our primary contact at the firm is the Managing Partner.  KPK’s expertise in U.S. GAAP has been largely gained from their hands-on experience rendering support services to their clients both for direct accounting and also group reporting.  KPK’s professionals have not worked in public companies nor audited public companies.  Their role is to provide bookkeeping for business transactions.  KPK has been working with U.S. GAAP clients for the last four years.

Our U.S. based tax consultant, TD Emory, CPA & Associates, prepares our income tax returns and advises us on tax strategies and disclosures for the financial statements.  The individual that we work with is the Managing Partner at the firm, Mr. Emory, a CPA with experience in U.S. taxation.  His experience includes assisting U.S. based filers, including Fannie Mae, with the preparation of Form 10-Qs, Form 10-Ks and restatements. He started his accounting career and training at the public accounting firm of Ernst & Young and worked there from 1998 to 2007.

Management's Discussion and Analysis, page 17

General

3. We have read your response to prior comment nine. You have provided a sensitivity analysis showing the impact on revenues and expense of a 5% change in the exchange rate. As previously requested, please expand MD&A to address how the actual changes in your exchange rate impacted your revenues and expenses for the periods presented.

IGC Response:

For Fiscal 2009 and 2010, IGC had revenues only from operations in India.  IGC’s non-USD revenues and expenses are converted into USD amounts based on the average rate of exchange.  The average rate of exchange used is as follows:

Fiscal 2009 – 1 USD = INR 45.35

Fiscal 2010 – 1 USD = INR 47.91

6

In the analysis below, we have compared the reported revenue and expense numbers for Fiscal 2010 with the Fiscal 2010 based on the average exchange rate used for Fiscal 2009 to highlight the impact of exchange rate changes on IGC’s revenues and expenses.

Particulars

2009-10

(actual exchange rate)

2009-10

(using the exchange rate which was used in 08-09)

Total Variation

Variation in percentage

Total Revenue

$
17,897,826

18,908,155

$
1,010,329

5.65
%

Total expenses before taxes

$
17,166,255

18,135,287

$
969,032

5.65
%

Average exchange rate for 1 USD

INR 47.91

INR 45.35

In future, we will provide similar discussions in our MD&A.

4. We have read your response to prior comment 10 and have the following additional comments:

•

Under your critical accounting policy for revenue, you simply reiterate your revenue recognition policy as discussed on page F-10 of your financial statements. You disclose that revenue from sales of goods is recognized when substantial risk and rewards of ownership are transferred to the buyer under the terms of the contract. Please revise your disclosure to further clarify when substantial risk and rewards of ownership are transferred to the buyer. Please expand your disclosure to indicate what consideration you gave to SAB 104 in determining when revenue from sales of g

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

                                                   May 9, 2011
 Mr. John B. Selvaraj Principal Accounting Officer India Globalization Capital, Inc. 4336  Montgomery Ave.   Bethesda, Maryland 20814
RE: India Globalization Capital, Inc.
Forms 10-K & 10-K/A for the Year Ended March 31, 2010 Forms 10-Q for the Periods Ended June 30, 2010, September 30, 2010 and December 31, 2010 Definitive Proxy Statement on Sc hedule 14A filed on July 23, 2010
File No. 1-32830

Dear Mr. Selvaraj:

We have reviewed your response letter dated April 7, 2011 and have the following
comments.  In some of our comments, we may as k you to provide us with information so we may
better understand your disclosure.
Please respond to this letter within ten bus iness days by amending your filing, by providing
the requested information, or by advising us when  you will provide the requested response.  If you
do not believe our comments apply to your facts a nd circumstances or do not believe an amendment
is appropriate, please tell us why in your response.
   After reviewing any amendment to your f iling and the information you provide in response
to these comments, we may have additional comments.

FORM 10-K/A FOR THE YE AR ENDED MARCH 31, 2010

 General

1. Where a comment below requests additional disclosures or other revisions to be made,
please show us in your supplemental response what the revisions will look like.  These
revisions should be included in your future filings.
 Risk Factors, page 7

 General

2. We have read your response to prior comment seven.

Mr. John B. Selvaraj
India Globalization Capital, Inc. May 9, 2011 Page 2
• You indicate that the indivi dual responsible for consolida tion and preparation of your
financial statements is located in India.  He  is a trained accountant with twenty years of
accounting experience.  He has studied U.S.  GAAP accounting over th e last three years
primarily by working with the outside expert s and continues to work closely with our
outside U.S. GAAP consultants. He and hi s team took over the conversion activity from
the outside consultants in 2010.  Please more fully explain the nature of the time and
extent of his involvement with  the U.S. GAAP consultants.
• You mentioned that your CFO previously wo rked for a public company.  Please explain
his role at this public company.  Please te ll us how long he worked at this public
company.  Please tell us whether that compa ny’s financial statements were prepared in
U.S GAAP.  Please provide us with similar information for the other members of your
core finance group.
• You indicate that you have recently engaged a large accounting firm on a retainer basis
as your accounting advisor. You consult them  to seek relevant guidance and technical
accounting assistance and when in need of a review of certain di sclosures and other
related issues.  Please provide us with a more robust discussion of th e credentials of this
large accounting firm and the specifics su rrounding your consults subsequent to
retaining them.
• In addition, for each accounting firm/cons ultant, please provide the following:
• Tell us the specific role of the accounti ng firm/consultant with regards to the
preparation of the financial statements;
• Tell us whether the accounting firms/consulta nts are involved in the daily recording
of transactions;
• Tell us whether these accounting firms/cons ultants are on-site and are essentially
performing a record keeping role;
• Specifically identify the types of procedur es that your accounting firms/consultants
are providing; and
• For each accounting firm/consultant iden tified, please provide us with a robust
discussion of the background of the specific employees of the accounting firms/consultants that provide services to  the Company.  Please tell us specifically
about the employees’ U.S GAAP experien ce including whether they worked at a
public company or audited public companies.  Please also discuss the employees’
role and how long they worked in a U.S. GAAP environment.
 Management’s Discussion and Analysis, page 17

 General

3. We have read your response to prior comme nt nine.  You have provided a sensitivity
analysis showing the impact on revenues and expe nse of a 5% change in the exchange rate.
As previously requested, please expand MD&A to address how the act ual changes in your
exchange rate impacted your revenues a nd expenses for the periods presented.

Mr. John B. Selvaraj
India Globalization Capital, Inc. May 9, 2011 Page 3
4. We have read your response to prior co mment 10 and have the following additional
comments:
• Under your critical accounti ng policy for revenue, you simp ly reiterate your revenue
recognition policy as discussed on page F-10 of  your financial statements.  You disclose
that revenue from sales of goods is recogni zed when substantial risks are rewards of
ownership are transferred to the buyer under the terms of the contract.  Please revise
your disclosure to further clarify when subs tantial risk and rewards of ownership are
transferred to the buyer.  Please expand your disclosure to indicate what consideration
you gave to SAB 104 in determining when reve nue from sales of goods is recognized.
• With reference to the appropr iate authorita tive literature, please further expand your
critical accounting policies to clarify how you determine your reporting units.  To the
extent that any of your reporting units ha ve estimated fair values that are not
substantially in excess of the carrying valu e and to the extent that goodwill for these
reporting units, in the aggregat e or individually, if impaire d, could materially impact
your operating results, please provide the following disclosures for each of these reporting units in future filings: o With reference to ASC 350-20-35-33 thr ough 38, identify the reporting unit and your
basis for concluding you have  only one reporting unit;
o The percentage by which fair value exceeds the carrying value as of the most-recent
step-one test;
o The amount of goodwill;
o A description of the assumptions that  drive the estimated fair value;
o A discussion of the uncertainty associated  with the key assumptions.  For example,
to the extent that you have included assumptions in your  discounted cash flow model
that materially deviates from your histor ical results, please in clude a discussion of
these assumptions;
o A discussion of any potential events and/or circumstances that could have a negative
effect to the estimated fair value;
o If you have determined that the estimate d fair value substantially exceeds the
carrying value for all of your reporting units, please disclose  this determination; and
o Please further clarify why, based on the unde rlying results of your operations, there
have been no material changes to your underlying assumptions.  Specifically, please
address the fact, as indicated in your res ponse to prior 15, that TBL had a contract
for a national highway valued at approximately $24.5 million that was prematurely terminated by the government for various re asons.  Clarify when this contract was
terminated and how such termination impacted your assumptions underlying your goodwill impairment testing.

5. We have read your response to prior comment 11.  Please provide the following:
• You indicate that the fair value method consid ers the value of assets such as land and
building and discounted cash flows from opera ting activities.  It appears that you are
using two separate methods for calculating fair value.  Please tell us whether you weight
each method used for determining fair value;

Mr. John B. Selvaraj
India Globalization Capital, Inc. May 9, 2011 Page 4
•  Please confirm that you are not aggregating the results of these separate methods for
calculating fair value;
• Please tell us how you have updated and reliab le cash flow information for Sricon.  In
this regard, we note your difficu lty in obtaining financial info rmation or participating in
the board meetings for Sricon;
• You indicate that your infrastr ucture business generally operated on margins in the range
of 12% to 16%.  Please identity your infr astructure business and how that business
relates to the underlying business of Sricon which engages in th e civil engineering,
construction and maintenance of high temperature plants;
• In light of your difficulty in obtaining financ ial information or part icipating in the board
meetings for Sricon, disclose, and provide to us supplementally, the underlying support
you utilized for the assumptions used in determining the present value of existing
contracts, as well as expected future contra cts that Sricon is likel y to win based in its
successful bidding history; and
• Please tell is how you determined that it is ap propriate to include c ontracts claims that
Sricon has filed in your determination of fair value.  Please cite th e accounting literature
used to support your conclusion.
 6. We note your response to prior comment 12.  With reference to ASC 350-20-35-33 through
38, please tell us supplementally and expand your  disclosures to clarify how you determined
that your subsidiary, Techni Bh arathi Limited (TBL) is the a ppropriate level at which to
assess goodwill for impairment.  In addition, you propose to add disclosure, as indicated on the bottom of page 19 of your res ponse, to the effect that, “Our  impairment testing indicates
that all of our operating units currently have fair values s ubstantially in excess of their
carrying values.”  Please tell us supplementally and revise your disclosures to clarify what
you mean by the term operating units.
7. We have read your response to prior comme nt 13.  Please show us in your supplemental
response what your revisions will look like.
Results of Operations
Fiscal Year Ended March 31, 2010 Compared to  Fiscal Year Ended March 31, 2009, page 21
8. We have read your response to prior comme nt 14.  We asked you to discuss your revenue
streams related to sales of goods, revenues from construction/projects, revenue from
property development and revenue  from service related activitie s.  You indicate that you do
not have such information.  We remind you that  Rule 5-03.1 of Regula tion S-X requires that
you state separately among other items, net sa les of tangible products and revenues from
services as well as the costs and expenses appl icable to costs of tangible goods sold and cost
of services.   Please provide such information in future filings.

Mr. John B. Selvaraj
India Globalization Capital, Inc. May 9, 2011 Page 5
Liquidity and Capital Resources, page 24
9. We have read your response to prior comment  15.  You have simply itemized your specific
working capital changes.  Please confirm that  you will further explai n the nature of the
contracts you curtaile d and how those contracts impacted  your historical results of
operations and address  the underlying reasons for the ($4,522,214) change in accounts
receivable, $1,757,399 change in prepaid expe nses and other current assets and the
$1,508,359 change in accounts payable.  Please specifically address the nature of the
$2,310,734 TBL – new contract claims awarded.  Please show us what your revised
disclosure will look like.

10. We have read your response to prior co mment 16.  Please specifically address the
underlying reasons for the ($4,522,214) change  in accounts receivable, $1,757,399 change
in prepaid expenses and other current asse ts and the $1,508,359 change in accounts payable.
Please revise your disclosure to provide a mo re robust explanation of the reasons for the
changes in the components above.
 Financial Statements

 Balance Sheets, page F-2

11. We have read your response to prior comment  20.  Please confirm that your will revise your
disclosures to disclose the nature of your $810,890 investment-other caption on your March
31, 2010 balance sheet.
 Consolidated Statements of Comprehensive Income, page F-4

12. We have read your response to prior comment 22.  Please confirm that you will include a
similar disclosure to the table included in your  supplemental response in your future filings.
 Statement of Cash Flows, page F-6

13. We have read your response to prior comme nt 24.  You indicate that you will amend the
statement of cash flows for fiscal 2010.  Please ensure you address the following:
• Include an explanatory paragraph in the aud it opinion that references the restatement;
• Include a prominent restatement footnote in the financial statements that describes the
restatement of  statements of cash flows;
• Full compliance with FASB ASC 250- 10-45-23 and FASB ASC 250-10-50-7;
• Update Item 9A. disclosure s to include the following:
o a discussion of the restatement and the facts and circumstan ces surrounding it,
o how the restatement impacted the CEO and CFO’s original conclu sions regarding the
effectiveness of their disclosu re controls and procedures,
o changes to internal controls  over financial reporting, and

Mr. John B. Selvaraj
India Globalization Capital, Inc. May 9, 2011 Page 6
o anticipated changes to disclosure controls and procedures and/or internal controls
over financial reporting to prevent futu re misstatements of a similar nature.
Refer to Items 307 and 308( c) of Regulation S-K;
• Filing an Item 4.02 Form 8-K; and
• Label the appropriate columns on your fi nancial statements as restated.
Please also address this comment as it relates to  your revisions to d iluted earnings per share
as indicated in your response to prior comment 21.
 Note 1 – Nature of Operations a nd Basis of Presentation, page F-7

 j) Accounts Receivable, page F-11

14. We have read your response to prior comment 27.  Please provide the following:
• Given that you have only collected 25% of  the receivable amounts as of September 30,
2010, please also tell us how you have determined  the collectability of the receivable as
of March 31, 2010 and September 30, 2010.  Please  also tell us how much of this
receivable that has been  collected to date; and
• Given the sudden regulatory changes in Ch ina, please clarify the total revenue
recognized and your basis for recognizing th ese revenues.  Please tell us what
consideration you gave to SAB 104 in recognizing  revenue related to this receivable.
 Note 11 – Related Party Transactions, page F-19

15. We have read your response to prior co mment 28 and have the following additional
comments.
• Please tell us and expand your disclosures to clarify why Sricon has been unwilling to
repay its $3.1 million obligation to you as well as what this obligation relates to.
Further, clarify when you expect to pursue collection of this rece ivable in a court of law;
• Given the apparent unwillingness of Sricon to repay this obligation as well as the fact
that you intend to pursue collection of this rece ivable in a court of law, it does not appear
appropriate to solely base your  assessment of the recoverability of this receivable on
Sricon’s ability to repay.  Please compre hensively reassess and disclose how you
determined that the receivable is 100% recove rable or revise to pr ovide an appropriate
allowance for doubtful accounts; and
• You also indicated that this receivable doe s not specify a repayment date.  Given that
this receivable was related to contracts in the two year s ended March 31, 2009, you have
not received any payments for this receivable in over a year, and you appear to need to
pursue collection of this receivable in a c ourt of law, please rea ssess the appropriateness
of classifying this rece ivable as current.
 Note 18 – Deconsolidation, page F-23

16. We have read your response to prior comment  30 and 31 and have the following additional
comments.

Mr. John B. Selvaraj
India Globalization Capital, Inc. May 9, 2011 Page 7
• Please provide us a signed and dated copy of the Share Transfer and Repayment of

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India Globalization Capital, Inc.

4336 Montgomery Avenue

Bethesda, Maryland 20814

Phone: 301-983-0998

Fax: 240-465-0273

April 7, 2011

VIA EDGAR

Securities and Exchange Commission

100 F. Street, N.E.

Washington, D.C. 20549

Attn:  Rufus Decker

Accounting Branch Chief

Re:

India Globalization Capital, Inc.

Forms 10-K & 10-K/A for the Year Ended March 31, 2010

Forms 10-Q for the Periods Ended June 30, 2010, September 30, 2010 and December 31, 2010

Definitive Proxy Statement on Schedule 14A filed on July 23, 2010

File No. 1-32830

Dear Mr. Decker:

This is our response to the SEC Staff’s comments in your letter of February 25, 2011 to India Globalization Capital, Inc. (IGC) in regard to the above-referenced filings.

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

ss:

India Globalization Capital, Inc.

John Selvaraj,

Treasurer, Principal Accounting

and Financial Officer

1 of 52

FORM 10-K/A FOR THE YEAR ENDED MARCH 31, 2010

General

1. Where a comment below requests additional disclosures or other revisions to be made, please show us in your supplemental response what the revisions will look like. With the exception of the comments below that specifically request an amendment, all other revisions may be included in your future filings.

IGC response:  In our responses below, we have indicated which comments we will address by amending IGC’s existing SEC filings and which comments we will address in subsequent filings. Unless we are told otherwise by the SEC, we will wait for the SEC’s comments on this response before amending our current filings.  We will take the SEC’s comments from the letter dated February 25, 2011 into account in the preparation of subsequent filings.

Facing Page

2. You state here and in the September 30, 20l0 that India Globalization Capital’s Commission file number is 000-l326205. The EDGAR system reflects India Globalization Capital’s Commission file number as l-32830. Please revise.

IGC response:  We will use 1-32830 as the file number in subsequent SEC filings.

Business

Core business competencies - page 4

3. Your disclosure states that IGC’s services to its customers are based upon several core competencies. Please identify and describe each of the core competencies, and expand the discussion under each of the core business areas to make clear which subsidiary is responsible for the core business area and to describe in sufficient detail what the subsidiary’s activities in the core business area are as well the percentage of your revenue generated by each area. Please also put the size of your operations in context as compared to the broader industry, economic, and country specific data that you provide. We note the disclosure under “Overview” on page 4.

IGC response:

Our core business competencies are:

1.

A sophisticated, integrated approach to project modeling, costing, management, and monitoring.

2.

In-depth knowledge of southern and central Indian infrastructure development.

3.

Knowledge of low cost logistics for moving commodities across long distances in specific parts of India.

4.

In-depth knowledge of the licensing process for mines and quarries in southern and central India.

5.

Strong relationships with several important construction companies that operate in southern and central India.

2 of 52

Our core business areas are:

1.

Highway and heavy construction.  The Indian government has developed a plan to build and modernize Indian infrastructure.  The Wall Street Journal reported on March 23, 2010 that the government plans to double infrastructure spending from $500 billion to $1 trillion.  It will pay for the expansion and construction of rural roads, major highways, airports, seaports, freight corridors, railroads and townships.  A significant number of our customers are engaged in highway and heavy construction.  Our subsidiary Techni Bharathi Limited (‘TBL’), a small road building company, is engaged in highway and heavy construction activities.  TBL has constructed highways, rural roads, tunnels, dams, airport runways, and housing complexes, mostly in southern states.  TBL, because of its successful execution of contracts, is pre-qualified by the National Highway Authority of India (NHAI) and other agencies. TBL’s share of the overall Indian construction market is very small. However, TBL’s prequalification and prior track record provides a way to grow the company in highway and heavy construction.  Currently, TBL is engaged in the recovery of construction delay claims that it is pursuing against NHAI, the Airport Authority of Cochin, and the Orissa State Works. Our share of the overall market in India is significantly less than 1%.

2.

Quarrying rock aggregate.  Our subsidiary, IGC Materials Private Limited (‘IGC-MPL’), is responsible for our rock aggregate production. The subsidiary currently has two quarrying agreements with other equity joint venture local partners.  The two quarries being mined have approximately 10 million to 11 million metric tons of rock aggregate, or about $40,000,000 of reserves at current prices. In addition IGC-MPL has applied, on its own, for licenses for mining and quarrying. IGC-MPL is also in active negotiations with other land and license owners to expand the number of producing quarries available to it.  With the production of the two quarries in Nagpur, our subsidiary is one of the largest suppliers in the immediate area. Our share of the overall market in India is currently less than 1%. However, IGC-MPL has a growing regional presence in the Nagpur area.

3.

Mining and trading.  This activity currently centers on the export of iron ore to China and the resale of iron ore to traders in India. India is the fourth largest producer of iron ore.   The Freedonia Group projected in May 2010 that China’s $1.15 trillion construction industry will grow 9.1% every year until 2014. This growth will increase China’s already large demand for steel. China is expected to produce 600 million metric tons of steel in 2010, which, as The Wall Street Journal reported, is expected to be almost half of total global output. We believe that IGC is well positioned to provide some Chinese steel mills with the iron ore needed to meet their demand.  Our subsidiary IGC Mining and Trading Private limited (IGC-IMT), based in Chennai, India, is engaged in the iron ore business.  The subsidiary has relationships and in some cases agreements with mine owners in Orissa and Karnataka, two of the largest ore mining belts in India. In addition, it operates facilities at seaports on the west coast of India and to a lesser extent on the east coast of India.  The facilities consist of an office and a plot of land within the port to store iron ore. Our staff is experienced in delivering and managing the logistics of ore transport. Our subsidiary services a customer in China by buying ore from Indian mine owners, transporting it to seaports and then subcontracting stevedores to load the ships. Our share of the export market for iron ore is less than 1%.

3 of 52

4.

Construction and maintenance of high temperature plants.  Through our unconsolidated, minority interest in our affiliate, Sricon Infrastructure Private Limited (Sricon), we engage in the civil engineering, construction and maintenance of high temperature plants. Sricon also has the specialized skills required to build and maintain high temperature chimneys and kilns. Sricon’s share of this market in India is less than 1%. We currently hold equity in Sricon.

The following table sets out the revenue contribution from our subsidiaries, including our minority interest in Sricon:

Subsidiary

Revenue percentages

TBL

22
%

IGC-IMT

56
%

IGC-MPL

3
%

IGC-LPL

2
%

Sricon

17
%

Total

100
%

According to the global market researcher eMpulse, the construction industry’s total market size in India is approximately $53 Billion. According to Reuters, India exports about 100 million tons of iron ore per year. Prices for iron ore have averaged around $140 per metric ton. The rock aggregate market is India is approximately $3 billion. As noted above, our share of these markets is less than 1%.

Mining and Quarrying - page 4

4. Disclosure that IGC is in the process of teaming with landowners to build out rock quarries appears inconsistent with pictures on IGC’s website of what appear to be fully operational quarrying activities. Please reconcile the disclosure with the information on the website.

IGC response: We will amend the first paragraph under Mining and Quarrying in future filings as follows:

4 of 52

As Indian infrastructure modernizes, the demand for raw materials like stone aggregate, iron ore and similar resources is projected to greatly increase. In 2009, according to the Freedonia Group, India was the third largest stone aggregate market in the world. The report projected that Indian demand for crushed stone will increase to 770 million metric tons in 2013 and 1.08 billion metric tons in 2018.  Through agreements with local partners, we operate two quarries in and near Nagpur, India. In addition, we have applied to the Indian government for licenses for the development of rock aggregate quarries but there can be no assurance that we will receive such licenses. We are also in the process of teaming with other landowners to build out more rock quarries.

We propose to caption the pictures on our Web site to indicate that the quarrying is being done through partnerships with owners of land and of quarrying licenses in and around Nagpur, Maharashtra India.

5. You disclose that you have licenses for the development of rock aggregate quarries. Please provide the following:

·

Please tell us and disclose what these licenses are and how and when were these licenses obtained;

IGC response:  All quarrying or mining activities in India require a license.  Obtaining a quarrying license is difficult and typically takes between twelve and eighteen months. The process involves a competitive application process.  As discussed in our responses to comments 3 and 4 above, we do not directly hold any mining or quarrying licenses.  However, Sricon holds licenses and we quarry under licenses held by our partners. In addition IGC-MPL has applied for licenses in its own name.  The revised disclosure provided in our response to Comment 4 should clarify this point.

·

Please disclose whether these licenses are reflected on your balance sheet. If so, at what amount are these licenses recorded;

IGC response:  As noted above, IGC and its subsidiary do not currently directly own any licenses.  Therefore quarrying licenses are not reflected in IGC’s financial statements.

·

Please disclose how you accounted for the acquisition of these licenses;

IGC response:  Because we do not currently directly own any licenses, we did not incur any acquisition costs for the licenses we are using.

·

Please summarize the material provisions of the licenses, including their duration. Further, advise what consideration you have given to filing the license agreements as exhibits to the 10-K. See Item 601(b)(10) of Regulation S-K.

IGC response:    For all quarries, the licenses are granted for two years.  The licenses are automatically renewed for additional periods of two years, provided that all royalty payments and taxes to the Indian government are paid up to date. The Kelzar and IGC-SIIPL agreements were not included as exhibits because they represented less than 5% of revenue and were not deemed to be material.

5 of 52

Risk Factors - page 7

General

6. We note the statement “These risk factors are not necessarily exhaustive and additional risk factors, if any, may be material or have significance to an individual investor.” Since India Globalization Capital must disclose all risks that it believes are material at this time, please delete the statement in future filings.

IGC response:  We will delete the quoted statement from our future filings.

7. We note that you conduct substantially all of your operations outside of the United States. In order to enhance our understanding of how you prepare your financial statements and assess your internal control over financial reporting, we ask that you provide us with information that will help us answer the following questions.

a) In connection with your process to determine whether your internal control over financial reporting was effective, please describe whether and how you considered controls to address financial reporting risks that are relevant to all locations where you have operations. If you have an internal audit function, please describe it and explain how, if at all, that function impacted your evaluation of your internal control over financial reporting.

IGC response:

We have subsidiary operations primarily at four locations: Chennai, Bangalore, Nagpur and Cochin. All of these four locations are in India. At each of these locations, we have a well-defined finance function consisting of experienced people. We have implemented an internal control system at each of these locations that consists of an adequate segregation of duties and effective monitoring of critical processes. We believe that the major risk areas from a financial reporting perspective include the cash disbursement process, the expense approval process, and the contract delivery process. We have established effective monitoring mechanisms for each of these processes that include additional transaction approvals by authorized individuals who are not assigned to the subsidiary. We believe that these constitute our primary level of preventive controls.

Additionally, we augment our internal control system through an internal audit process conducted by an external firm at each of these locations. The mandate for internal audit includes testing of the existing internal control system as well as evaluation of effectiveness of the internal control system. Our internal auditors issue separate internal audit reports based on the testing. We use these internal audit reports as a basis for evaluating whether there are any changes required in the internal control system. These are our primary detective controls.

Please also refer to our response to query 7(b) below to understand our processes and controls over preparation of financial statements.

6 of 52

b) If you maintain your books and records in accordance with U.S. GAAP, describe the controls you maintain to ensure that the activities you conduct and the transactions you consummate are recorded in accordance with U.S. GAAP. If you do not maintain your books and records in accordance with U.S. GAAP, tell us what basis of accounting you use and describe the process you go through to convert your books and records to U.S. GAAP for SEC reporting. Describe the controls you maintain to ensure that you have made all necessary and appropriate adjustments in your conversions and disclosures.

IGC response:  We maintain our books in accordance with U.S. GAAP in U.S. dollars for the parent company, IGC, and its subsidiary, IGC-Mauritius.  For the Indian subsidiaries, we maintain books in accordance with Indian GAAP denominated in Indian rupees (INR).

As part of the closing procedures we convert from Indian GAAP to U.S. GAAP including translation into USD for the purpose of consolidation. While our teams have gone through internal training programs in U.S. GAAP adjustments that affect IGC, recently, we have also appointed a large international accounting firm, based out of India, on a retainer, as our accounting advisor and for any non-recurring transactions, clarification or guidance needed. Our teams have access to professional accountants with relevant experience. We currently perform this functio

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    indiaglobal-corresp031111.htm

March 11, 2011

VIA EDGAR

Securities and Exchange Commission

100 F. Street, N.E.

Washington, D.C. 20549

Attn:  Rufus Decker

Accounting Branch Chief

Re:

India Globalization Capital, Inc.

Forms 10-K & 10-K/A for the Year Ended March 31, 2010

Forms 10-Q for the Periods Ended June 30, 2010, September 30, 2010 and December 31, 2010

Definitive Proxy Statement on Schedule 14A filed on July 23, 2010

File No. 1-32830

Dear Mr. Decker:

This letter is in response to the letter from the Staff of the Securities and Exchange Commission (the “Commission”) to India Globalization Capital, Inc. (the “Company") dated February 25, 2011 (the “Comment Letter”) with respect to the above-referenced filings.  In the Comment Letter you requested that the Company either respond to the comments set forth therein within 10 business days or indicate when it will provide the requested response.  As discussed with Ernest Greene on March 10, 2011, the Company intends to provide its response to the Comment Letter by March 25, 2011.  We appreciate the Staff’s cooperation in permitting the Company to have additional time to respond to the comments.

Very truly yours,

SEYFARTH SHAW LLP

/s/ Mark A. Katzoff

Mark A. Katzoff

MAK:mt

cc:           Ram Makunda

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

                                                                               February 25, 2011
 Mr. John B. Selvaraj Principal Accounting Officer India Globalization Capital, Inc. 4336  Montgomery Ave.   Bethesda, Maryland 20814
RE: India Globalization Capital, Inc.
Forms 10-K & 10-K/A for the Year Ended March 31, 2010 Forms 10-Q for the Periods Ended June 30, 2010, September 30, 2010 and December 31, 2010 Definitive Proxy Statement on Sc hedule 14A filed on July 23, 2010
File No. 1-32830

Dear Mr. Selvaraj:

We have reviewed your filings and have the following comments.  In some of our
comments, we may ask you to provide us with  information so we may better understand your
disclosure.
Please respond to this letter within ten bus iness days by amending your filing, by providing
the requested information, or by advising us when  you will provide the requested response.  If you
do not believe our comments apply to your facts a nd circumstances or do not believe an amendment
is appropriate, please tell us why in your response.
   After reviewing any amendment to your f iling and the information you provide in response
to these comments, we may have additional comments.

FORM 10-K/A FOR THE YE AR ENDED MARCH 31, 2010

 General

1. Where a comment below requests additional disclosures or other revisions to be made,
please show us in your supplemental response wh at the revisions will look like.  With the
exception of the comments below that specifica lly request an amendmen t, all other revisions
may be included in your future filings.
 Facing Page

2. You state here and in the September 30, 2010 10-Q that India Globalization Capital’s
Commission file number is 000-1326205.  The E DGAR system reflects India Globalization
Capital’s Commission file number as 1-32830.  Please revise.

Mr. John B. Selvaraj
India Globalization Capital, Inc. February 25, 2011 Page 2  Business

 Core business competencies, page 4

3. Your disclosure states that IGC’s services to its custom ers are based upon several core
competencies.  Please identify and describe each  of the core competencies, and expand the
discussion under each of the core business areas to make clear which subsidiary is responsible for the core business area and to describe in sufficient detail what the
subsidiary’s activities in the core business area are as well the percentage of your revenue
generated by each area.  Please also put the si ze of your operations in context as compared
to the broader industry, economic, and country sp ecific data that you provide.  We note the
disclosure under “Overview” on page 4.
Mining and Quarrying, page 4

4. Disclosure that IGC  is in the process of team ing with landowners to bui ld out rock quarries
appears inconsistent with pictur es on IGC’s website of what a ppear to be fully operational
quarrying activities.  Please re concile the disclosure with the information on the website.

5. You disclose that you have licenses for the deve lopment of rock aggregate quarries. Please
provide the following:

• Please tell us and disclose what these licen ses are and how and when were these licenses
obtained;
• Please disclose whether these licenses are reflected on your ba lance sheet. If so, at what
amount are these licenses recorded;
• Please disclose how you accounted for the acquisition of these licenses; and
• Please summarize the material provisions of  the licenses, incl uding their duration.
Further, advise what consideration you have  given to filing the lic ense agreements as
exhibits to the 10-K.  See Item  601(b)(10) of Regulation S-K.
 Risk Factors, page 7

 General

6. We note the statement “These risk factors are no t necessarily exhaustive and additional risk
factors, if any, may be material  or have significance to an in dividual investor.”  Since India
Globalization Capital must disclose all risks that  it believes are material at this time, please
delete the statement in future filings.
7. We note that you conduct substantially all of your  operations outside of the United States. In
order to enhance our understa nding of how you prepare your fi nancial statements and assess
your internal control over financial reporting, we  ask that you provide us with information
that will help us answer the following questions.

Mr. John B. Selvaraj
India Globalization Capital, Inc. February 25, 2011 Page 3
a) In connection with your process to dete rmine whether your in ternal control over
financial reporting was effective, please  describe whether and how you considered
controls to address financial reporting risks that are relevant  to all locations where you
have operations. If you have an internal a udit function, please describe it and explain
how, if at all, that function impacted your evaluation of your internal control over
financial reporting.

b) If you maintain your books and records in accordance with U.S. GAAP, describe the
controls you maintain to en sure that the activities you c onduct and the transactions you
consummate are recorded in accordance with U.S. GAAP.   If you do not maintain your books and records in accordance with U.S. GAAP, tell us what basis of accounting you use and describe the process you go through to  convert your books and records to U.S.
GAAP for SEC reporting. Describe the controls  you maintain to ensure that you have
made all necessary and appropriate adjustme nts in your conversions  and disclosures.

c) We would like to understand more about the background of the people who are primarily
responsible for preparing and supervising the preparation of  your financial statements
and evaluating the effectivene ss of your internal control over financial reporting and
their knowledge of U.S. GAAP and SEC rules and regulations. Do not  identify people by
name, but for each person, please tell us:

• what role he or she takes in preparing your financial statements and evaluating the
effectiveness of your internal control;
• what relevant education and ongoing traini ng he or she has had relating to U.S.
GAAP;
• the nature of his or her contract ual or other relationship to you;
• whether he or she holds and maintains any professional designations such as
Certified Public Accountant  (U.S.) or Certified Ma nagement Accountant; and
• about his or her professional experience, including experience in preparing and/or
auditing financial statements prepared in  accordance with U.S. GAAP and evaluating
effectiveness of internal cont rol over financial reporting.

d) If you retain an accounting firm or other sim ilar organization to prepare your financial
statements or evaluate your internal  c ontrol over financial repor ting, please tell us:

• the name and address of the acc ounting firm or organization;
• the qualifications of their employees who perform the services for your company;
• how and why they are qualified to prepare your financial statemen ts or evaluate your
• internal control over financial reporting;
• how many hours they spent last year pe rforming these services for you; and
• the total amount of fees you paid to each accounting firm or organization in
connection with the preparation of your fina ncial statements and in connection with
the evaluation of internal control over fina ncial reporting for the most recent fiscal
year end.

Mr. John B. Selvaraj
India Globalization Capital, Inc. February 25, 2011 Page 4
e) If you retain individuals who are not your employees and are not employed by an
accounting firm or other similar organization to prepare your financial statements or
evaluate your internal contro l over financial reporting, do not provide us with their
names, but please tell us:

• why you believe they are qualified to prepar e your financial statements or evaluate
your internal control over financial reporting;
• how many hours they spent last year pe rforming these services for you; and
• the total amount of fees you paid to each individual in connection with the
preparation of your financial statements and in connection with the evaluation of
internal control over financial reporting fo r the most recent fiscal year end.

f) We note you have identified two audit committee financial experts on page 9 of your
proxy filed on July 23, 2010.  Please describe th eir qualifications, including the extent of
their knowledge of U.S. GAAP and inte rnal control over financial reporting.

The Company has warrants outstanding…, page 13

8. Please state the number of warrants outstanding.
 Management’s Discussion and Analysis, page 17

 General

9. We note your risk factor on page  9 that changes in the exchan ge rate of the Indian rupee
may negatively impact your revenues and expe nses.  Please expand MD&A to address how
changes in this exchange rate im pacted your revenues and expenses.

10. Please add a section for your cr itical accounting policies to address the following areas:

• Types of assumptions underlying the mo st significant and subjective estimates;
• Any known trends, demands, commitment s, events or uncertainties that
are reasonably likely to occur and mate rially affect the methodology or the
assumptions described;
• If applicable, why different es timates that would have had a
material impact on your financial presentation could have been used
in the current period;
• If applicable, why the accounting es timate is reasonably likely to
change from period to period with a material impact on the financial
presentation;
• A quantitative discussion of changes in overa ll financial performance and, to the extent
material, line items in the financial statemen ts if you were to assume that the accounting
estimate were changed, either by using reas onably possible near-term changes in the
most material assumption(s) underlying the accounting estimat e or by using the

Mr. John B. Selvaraj
India Globalization Capital, Inc. February 25, 2011 Page 5
reasonably possible range of the accounting estimate. If those changes could have a material effect on your liquidity or capita l resources, then you also would have to
explain that effect;
• A quantitative and qualitative discussion of any material changes made to the accounting
estimate in the past three years, the reasons for the changes, and the effect on line items
in the financial statements and overall financial performance.

Refer to SEC Releases 33-8098 and 33-8040. See section V of the Commission Guidance
Regarding Management’s Discussion and Analys is of Financial Condition and Results of
Operations dated December 29, 2003.

11. You disclose on page 11 that in the fourth quarter of 2010 fiscal ye ar you performed your
annual investment impairment test.  In the intere st of providing readers with a better insight
into management’s judgments in accounting fo r how you assess your significant investment
in Sricon for impairment, please disclose the method you applied in estimating the fair value
of your investment in Sricon and the nature of the material assump tions underlying that
method within MD&A under crit ical accounting policies.

12.  On page F-13, we note your disclosures re garding policy for goodwill and impairment. In
the interest of providi ng readers with a better insight into management’s judgments in
accounting for goodwill, please disclose the following within MD &A under critical
accounting policies:

• Identifying the reporting unit(s)  to which goodwill applies;
• Sufficient information to enable a read er to understand what method you apply in
estimating the fair value of your long-lived assets;
• Explain how the assumptions and methodologies in the current year have changed since
the prior year highlighting th e impact of any changes;

In any event, if any of your  reporting units have estimated  fair values that are not
substantially in excess of the carrying valu e and to the extent that goodwill for these
reporting units, in the aggregat e or individually, could materi ally impact your operating
results, please provide the following disc losures for each of these reporting units:

• Identify the reporting unit;
• The percentage by which fair value exceeds the carrying value as of the most-recent
step-one test;
• The amount of goodwill;
• A description of the assumptions that  drive the estimated fair value;
• A discussion of the uncertainty associated  with the key assumptions.  For example,
assuming you use a discounted cash flow model,  to the extent that you have included
assumptions in your discounted cash flow m odel that materially deviates from your
historical results, please include a discussion of these assumptions; and

Mr. John B. Selvaraj
India Globalization Capital, Inc. February 25, 2011 Page 6
• A discussion of any potential events and/or circumstances that could have a negative
effect on the estimated fair value.

If you have determined that the estimated fair  value substantially exceeds the carrying value
for all of your reporting units, please disclose th is determination.  Please refer to Item 303 of
Regulation S-K and Sections 216 and 501.14 of the Financial Reporting Codification for
guidance.

13. On page F-13, we note your disclosures regardin g impairment of long-lived assets.  In the
interest of providing readers with a better insight into management’s judgments in
accounting for long-lived assets, including prope rty and equipment, please disclose the
following within MD&A under crit ical accounting policies:

• How you group long-lived assets for impairment and your basis for that determination;
• Please disclose how you determine when prope rty, plant and equipment should be tested
for impairment and how frequently you evalua te the types of events and circumstances
that may indicate impairment;
• Sufficient information to enable a read er to understand what method you apply in
estimating the fair value of your long-lived assets; and
• For any asset groups for which the carrying va lue was close to the fair value, please
disclose the carrying value of the asset groups.
Results of Operations
Fiscal Year Ended March 31, 2010 Compared to  Fiscal Year Ended March 31, 2009, page 21
14. Please expand/revise your discussion under results of operations for all periods to:
• Quantify the extent to which material decreases  in revenues are attri butable to changes in
prices, volume or amount of projects, or ch ange in mix of projects.  For example, you
explain on page 21 the decrease in revenues was attributable to lower revenue from
Sricon, partially offset by an increase in revenue from your material and construction
business.  You also disclosed that the lower revenue from Sricon is because of
decreasing customer contracts as a result of th e financial turmoil.  However, it is not
clear how the financial turmoil impacted Sr icon but did not have the same impact on
your materials and construction bus iness.  It is also not clea r why there was a significant
increase in revenues from your mate rials and construction business;
• You disclose that on February 19, 2009, you beneficially purchased 100% of IGC
Mining and Trading Limited.  You also disc losed that on July 4, 2009, you beneficially
purchased 100% of IGC Materials Private Limited and 100% of IGC Logistics Private
Limited.  Quantify the extent to which th ese acquisitions impact ed your results of
operations.
• Provide a more robust explanation for the chan ges in line items within your statements
of income.  For example, you indicated that the decrease in deprec iation during the year

Mr. John B. Selvaraj
India Globalization Capital, Inc. February 25, 2011 Page 7
related primarily to the de -consolidation of Sricon w ithout quantifying the change
related specifically to Sricon; and
• On page F-10, you have described several different methods of revenue recognition
including but not limited to revenu e from sale of goods, revenue from
construction/project, revenue from propert y develo

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SOURCE CAPITAL GROUP, INC.

276 POST ROAD WEST

WESTPORT, CT 06880

November 10, 2010

VIA EDGAR

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attn:

Pamela A. Long

Assistant Director

Division of Corporation Finance

Re:

India Globalization Capital, Inc.

Registration Statement on Form S-1

Registration Statement No. 333-163867

Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules and Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended, Source Capital Group, Inc., as representative of the underwriters, hereby requests acceleration of the effective date of the above-referenced Registration Statement so that it will become effective at 5:00 p.m., Washington D.C. time, on November 10, 2010, or as soon thereafter as practicable.

Sincerely,

/s/Richard H. Kreger

Richard H. Kreger

Senior Managing Director

CORRESP
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INDIA GLOBALIZATION CAPITAL, INC.

4336 Montgomery Ave

Bethesda, Maryland 20814

November 10, 2010

By EDGAR Correspondence

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re:

India Globalization Capital, Inc. (the “Company”)

Registration Statement on Form S-1, as amended

(File No. 333-163867)

Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, the Company hereby requests that the effective date of the above-captioned Registration Statement be accelerated so that the Registration Statement may become effective at 5:00 p.m. Eastern Standard Time, on Wednesday, November 10, 2010, or as soon thereafter as practicable.

In connection herewith, the Company hereby acknowledges that:

•

Should the Securities and Exchange Commission (the “Commission”), or the Commission’s staff, acting pursuant to delegated authority, declare the above-captioned Registration Statement (the “Filing”) effective, it does not foreclose the Commission from taking any action with respect to the Filing;

•

The action of the Commission or the staff, acting pursuant to delegated authority, in declaring the Filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the Filing; and

•

The Company may not assert comments from the Commission or the staff or the declaration of effectiveness of the above-captioned Registration Statement as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Sincerely,

INDIA GLOBALIZATION CAPITAL, INC.

By:

/s/ Ram Mukunda

Name: Ram Mukunda

Title: President and Chief Executive Officer

CORRESP
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(202) 828-3568

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

November 4, 2010

VIA EDGAR

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attn:

Pamela A. Long

Assistant Director

Division of Corporation Finance

Re:

India Globalization Capital, Inc.

Pre-effective Amendment 6 to Registration Statement on Form S-1

Filed October 27, 2010

File No. 333-163867

Dear Ms. Long:

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 November 2, 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.

Staff Comment 1.  We reissue comment 1 from our October 19, 2010 letter. Please revise your prospectus to state that the placement agents are underwriters.

1.           Accompanying this letter we have filed Pre-Amendment No. 7 to the above-referenced filing (“Amendment No. 7”).  In Amendment No. 7 we have revised the disclosure relating to the placement agents on the cover page and in the “Plan of Distribution” section on page 21 to indicate that the placement agents will be deemed underwriters.

Staff Comment 2.   Please disclose the price at which you are selling the warrants.

2.           We have revised the disclosure on the cover page and throughout Amendment No. 7 to expressly state that the warrants will be issued to the purchasers of the common stock without the payment of additional consideration.

November 4, 2010

Page 2

Staff Comment 3.  We note that purchasers of your common stock will automatically receive a warrant to purchase one share of common stock for each three shares of common stock that they purchase in this offering. Please clarify whether you are registering for sale these warrants.

3.           In Amendment No. 7 we have revised disclosure on the cover page and throughout the prospectus as appropriate to clarify that the Company is registering the sale of the warrants.

Staff Comment 4.  Please remove the assumptions in subparagraphs iv, vii, viii, ix, and x from the legal opinion filed as exhibit 5.1.

4.           We have filed an updated legal opinion as Exhibit 5.1 to Amendment No. 7 deleting these assumptions.

Staff Comment 5.  Please file an executed version of the placement agent agreement.

5.           We have filed an executed version of the placement agent agreement as Exhibit 1.1 to Amendment No. 7.

The Company appreciates the Staff’s comments with respect to the above-referenced filing and would like to provide any assistance necessary for the Staff to expedite the review process.  As we discussed with Ed Kelly of the Staff, we would appreciate any effort by the Staff to assist us in having the Registration Statement declared effective on or before November 10, 2010.  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.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549 -4631

       DIVISION OF
CORPORATION FINANCE

      November 2 , 2010

By facsimile to ( 202) 828-5393  and U.S. Mail

Mr. Ram Mukunda
Chief Executive Officer and President
India Globalization Capital, Inc.
4336 Montgomery Avenue
Bethesda, MD 20814

Re: India Globalization Capital , Inc.
 Pre-effective Am endment  6 to Registration Statement on Form S -1
 Filed October 27, 2010
 File No. 333 -163867

Dear Mr. Mukunda :

We reviewed the filing and have the comments below.

1. We reissue comment 1 from our October 19, 2010 letter.  Please revise your prospectus to
state that the placement agents are underwriters .

2. Please disclose the price at which you are selling the warrants.

3. We note that purchasers of your common stock will automatically receive a warrant to
purchase one share of common stock for each three share s of common stock that they
purchase in this offering.  Pl ease clarify whether you are registering for sale these warrants.

4. Please remove the assumptions in subparagraphs iv, vii, viii, ix, and x from the legal opinion
filed as exhibit 5.1.

5. Please file a n executed version of the placement agent agreement.

Closing

 As appropriate, please amend your registration statement  in response to the se comments.
You may wish to provide us marked courtesy copies of the amendment  to expedite our review.
Please furn ish a cover letter with your amendment that keys your responses to our comments and
provides any requested information.  Detailed cover letters greatly facilitate our review.  Please

Mr. Ram Mukunda
November 2 , 2010
Page 2

 understand that we may have additional comments after review of your amen dment and
responses to our comments.

 We urge all persons who are responsible for the accuracy and adequacy of the disclosures
in the filing to be certain that the filing includes all information required under the Securities Act
of 1933 and that they hav e provided all information that investors require for an informed
investment decision.  Since the company and its management are in possession of all facts
relating to a company’s disclosures, they are responsible for the adequacy and accuracy of the
discl osures that they have made.

Notwithstanding our comments, when the company requests acceleration of the effective
date of the pending registration statement, it should furnish a letter at the time of the request,
acknowledging t hat:

 Should the Commission  or the staff, acting pursuant to delegated authority,
declare the filing effective, it does not foreclose the Commission from taking any
action with respect to the filing .

 The action of the Commission or the staff, acting pursuant to delegated authority,
in declaring the filing effective, does not relieve the company from its full
responsibility for the adequacy and accuracy of the disclosure in the filing .

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

 Also , please be advised that the Division of Enforcement has access to all information
that you provide to the staff of the Division of Corporat ion Finance in connection with our
review of your filing or in response to our comments on your filing.

We will consider a written request for acceleration of the effective date of the registration
statement as confirmation of the fact that those requesti ng acceleration are aware of their
respective responsibilities under the Securities Act of 1933 and the Securities Exchange Act of
1934 as they relate to the proposed public offering of the securities specified in the above
registration statements.  We wil l act on the request and, pursuant to delegated authority, grant
acceleration of the effective date.

We direct your attention to Rules 460 and 461 regarding requesting acceleration of a
registration statement.  Please allow adequate time after the filing of any amendment for further

Mr. Ram Mukunda
November 2 , 2010
Page 3

 review before submitting a request for acceleration.  Please provide this request at least two
business days in advance of the requested effective date.

 You may direct questions on comments and disclosure issues to Edward M . Kelly, Senior
Counsel, at (202) 551 -3728 or Craig E. Slivka , Special Counsel,  at (202) 551 -3729.

      Very truly yours,

      Pamela A. Long
      Assistant Director

cc: Stanley S. Jutkowitz, Esq.
 Seyfarth Shaw LLP
 975 F Street, N.W.
 Washingto n, DC 20004

CORRESP
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(202) 828-3568

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

October 27, 2010

VIA EDGAR

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attn:

Pamela A. Long

Assistant Director

Division of Corporation Finance

Re:

India Globalization Capital, Inc.

Pre-effective Amendment 5 to Registration Statement on Form S-1

Filed October 1, 2010

File No. 333-163867

Dear Ms. Long:

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 October 19, 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.

Staff Comment 1.  Please disclose that the placement agents are underwriters.

1.           Accompanying this letter we have filed Pre-Amendment No. 6 to the above-referenced filing (“Amendment No. 6”).  In Amendment No. 6 we have added disclosure to the cover page indicating that the placement agents may be deemed underwriters.  A more extensive version of such disclosure, which was included in Pre-Effective Amendment No. 5, may be found in the “Plan of Distribution” section on page 20 of Amendment No. 6.

Staff Comment 2.   We reissue prior comments 2 and 5.

2.           With respect to prior comment 2, we have revised disclosure on the cover page and throughout Amendment No. 6 and the revised opinion filed as Exhibit 5.1 thereto to disclose the number of shares and number of warrants.  With respect to prior comment 5, on the cover page and on page 20 under “Plan of Distribution” we have deleted the reference to the placement agents “not selling” the securities being offered in the registration statement.

October 27, 2010

Page 2

Staff Comment 3.  Please clarify throughout the prospectus and cover page that you are registering the sale of common stock underlying the warrants being registered. We note the heading on the cover page.

3.           In Amendment No. 6 we have revised disclosure on the cover page and throughout the prospectus as appropriate to clarify that the Company is registering the sale of common stock underlying the warrants being registered.

Staff Comment 4.  Please add a risk factor addressing the risks resulting from the fact that the warrants being registered are not expected to trade on any market.

4.           The Company has decided to apply to list the warrants offered in the Registration Statement on the NYSE Amex.  We have accordingly revised the disclosure on the cover page and the Plan of Distribution section on page 21 of Amendment No. 6 and elsewhere throughout Amendment No. 6 as appropriate.  On page 17 of Amendment No. 6 we have added a risk factor discussing the risks should the warrants not be listed on the NYSE Amex.

Staff Comment 5.  Please file an updated legal opinion.

5.           We have filed an updated legal opinion as Exhibit 5.1 to Amendment No. 6 which, among other things addresses comments 7 and 8 of the Commission’s comment letter dated May 24, 2010 with respect to Pre-Effective Amendments Nos. 3 and 4 and comment 2 above.

The Company appreciates the Staff’s comments with respect to the above-referenced filing 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.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON,  D.C. 20549 -4631

       DIVISION OF
CORPORATION FINANCE

      October 19 , 2010

By facsimile to ( 202) 828-5393  and U.S. Mail

Mr. Ram Mukunda
Chief Executive Officer and President
India Globalization Capital, Inc.
4336 Montgomery Avenue
Bethesda, MD 20814

Re: India Globalization Capital , Inc.
 Pre-effective A mendment  5 to Registration Statement on Form S -1
 Filed October 1 , 2010
 File No. 333 -163867

Dear Mr. Mukunda :

We reviewed the filing and have the comments below.

1. Please disclose that the placement agents are underwriters.

2. We reissue prior comments 2 a nd 5.

3. Please clarify throughout the prospectus and cover page that you are registering the sale of
common stock underlying the warrants being registered.  We note the heading on the cover
page.

4. Please add a risk factor addressing the risks resulting from  the fact that the warrants being
registered are not expected to trade on any market.

5. Please file an updated legal opinion.

Closing

 As appropriate, please amend your registration statement  in response to the se comments.
You may wish to provide us mark ed courtesy copies of the amendment  to expedite our review.
Please furnish a cover letter with your amendment that keys your responses to our comments and
provides any requested information.  Detailed cover letters greatly facilitate our review.  Please

Mr. Ram Mukunda
October 19 , 2010
Page 2

 understand that we may have additional comments after review of your amendment and
responses to our comments.

 We urge all persons who are responsible for the accuracy and adequacy of the disclosures
in the filing to be certain that the filing includes all  information required under the Securities Act
of 1933 and that they have provided all information that investors require for an informed
investment decision.  Since the company and its management are in possession of all facts
relating to a company’s disc losures, they are responsible for the adequacy and accuracy of the
disclosures that they have made.

Notwithstanding our comments, when the company requests acceleration of the effective
date of the pending registration statement, it should furnish a lette r at the time of the request,
acknowledging t hat:

 Should the Commission or the staff, acting pursuant to delegated authority,
declare the filing effective, it does not foreclose the Commission from taking any
action with respect to the filing .

 The action  of the Commission or the staff, acting pursuant to delegated authority,
in declaring the filing effective, does not relieve the company from its full
responsibility for the adequacy and accuracy of the disclosure in the filing .

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

 Also , please be advised that the Division of Enforcement has access to a ll information
that you provide to the staff of the Division of Corporation Finance in connection with our
review of your filing or in response to our comments on your filing.

We will consider a written request for acceleration of the effective date of th e registration
statement as confirmation of the fact that those requesting acceleration are aware of their
respective responsibilities under the Securities Act of 1933 and the Securities Exchange Act of
1934 as they relate to the proposed public offering o f the securities specified in the above
registration statements.  We will act on the request and, pursuant to delegated authority, grant
acceleration of the effective date.

We direct your attention to Rules 460 and 461 regarding requesting acceleration of  a
registration statement.  Please allow adequate time after the filing of any amendment for further

Mr. Ram Mukunda
October 19 , 2010
Page 3

 review before submitting a request for acceleration.  Please provide this request at least two
business days in advance of the requested effective date.

 You may direct questions on comments and disclosure issues to Edward M. Kelly, Senior
Counsel, at (202) 551 -3728 or Craig E. Slivka , Special Counsel,  at (202) 551 -3729.

      Very truly yours,

      Pamela A. Long
      Assistant Director

cc: Stanley S. Jutkowitz, Esq.
 Seyfarth Shaw LLP
 975 F Street, N.W.
 Washington, DC 20004

CORRESP
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    indiaglobal-corresp100110.htm

(202) 828-3568

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

October 1, 2010

VIA EDGAR

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attn:           Pamela A. Long

Assistant Director

Division of Corporation Finance

Re:           India Globalization Capital, Inc.

Pre-effective Amendments 3 and 4 to Registration Statement on Form S-1

Filed May 10 and 12, 2010

File No. 333-163867

Dear Ms. Long:

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 May 24, 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.  Prior to the effectiveness of your registration statement, please arrange to have a representative of the Financial Industry Regulatory Authority, or F1NRA, call us to confirm that FINRA. has finished its review and has no additional concerns regarding the underwriting arrangements, or send us a copy of the confirmation letter that you have received from FINRA.

October 1, 2010

 Page 2

1.           We will provide the requested confirmation prior to effectiveness.

Staff Comment 2.   Refer to prior comment 1. India Globalization Capital may not omit the number of shares of common stock or the number of warrants being offered under this registration statement. Please disclose the number of shares of common stock and the number of warrants here and, as appropriate, throughout the prospectus and legal opinion. See Rule 430A of Regulation C under the Securities Act. For additional guidance, refer to Question and Answer 227.02 in the Securities Act Rules section of our "Compliance and Disclosure Interpretations" available on the Commission's website at http://wwwlsec.gov.Refer to prior comment 1. India Globalization Capital may not omit the number of shares of common stock or the number of warrants being offered under this registration statement. Please disclose the number of shares of common stock and the number of warrants here and, as appropriate, throughout the prospectus and legal opinion. See Rule 430A of Regulation C under the Securities Act. For additional guidance, refer to Question and Answer 227.02 in the Securities Act Rules section of our "Compliance and Disclosure Interpretations" available on the Commission's website at http://wwwlsec.gov.

2.           We have revised the securities being registered to set the aggregate amount at 4,000,000 shares of common stock, including shares issuable upon exercise of the warrants.  We will provide the precise number of shares and number of warrants offered under the registration statement in a subsequent pre-effective amendment.

Staff Comment 3.  Notwithstanding the response to prior comment 2 that the offering is an offering of common stock and warrants rather than units, disclosures continue to state that units are being offered. For example, refer to the first and second paragraphs on the prospectus' outside front cover page, the first and sixth paragraphs under "Plan of Distribution" on page 14, and the first paragraph under "Placement Agents' Fees" on page 15. Please revise appropriately throughout the prospectus

3.           Accompanying this letter we have filed Pre-Amendment No. 5 to the above-referenced filing (“Amendment No. 5”).  In Amendment No. 5 we have revised disclosure throughout the prospectus as appropriate to clarify that the offering is an offering of common stock and warrants rather than units.

Prospectus' Outside Front Cover Page

Staff Comment 4.  Notwithstanding the response to prior comment 9 that you checked the Rule 415 box, the box is not checked. Please check the box.

4.           We have checked the Rule 415 box in Amendment No. 5.

Cover Page of the Prospectus

Staff Comment 5.  We note the disclosure here and in the plan of distribution section that the placement agents are not purchasing or selling any securities. If the placement agents are not selling your securities, please explain their role.

October 1, 2010

 Page 3

5.           We have previously indicated on the cover page of the prospectus that the placement agents “will use their best efforts to arrange for the sale of the securities being offered.”  We have added this language to the Plan of Distribution section on page 14 of Amendment No. 5.

Plan of Distribution, page 14

Staff Comment 6.  Please reconcile the disclosure on the bottom of page 15 that your warrants are not expected to be eligible for trading on any market with the disclosure on the cover page that your warrants trade on the NYSE Amex Equities.

6.           The warrants being offered by the registration statement are of a different class than those currently listed on the NYSE Amex and have different terms.  We have revised the disclosure on page 15 and elsewhere in Amendment No. 5 to indicate this.

Exhibit 5.1

Staff Comment 7.  We note the "provided that" assumptions under 1 and 2 on page 2. It is inappropriate for counsel to include assumptions that are too broad, that assume away the issue, or that assume any of the material facts underlying the opinion or facts that are readily ascertainable. Please delete the assumptions.

7.           We will file a revised opinion as an exhibit to a subsequent pre-effective amendment to the registration statement to address this comment.

Staff Comment 8.  Please remove the penultimate paragraph of the opinion.

8.           We will file a revised opinion as an exhibit to a subsequent pre-effective amendment to the registration statement to address this comment.

The Company appreciates the Staff’s comments with respect to the above-referenced filing 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.

12300094v.1

UNITED STATES
SECURITIES AND EXCHAN GE COMMISSION
WASHINGTON, D.C. 20549 -4631

       DIVISION OF
CORPORATION FINANCE

May 24, 2010

By facsimile to ( 202) 828-5393  and U.S. Mail

Mr. Ram Mukunda
Chief Executive Officer and President
India Globalization Capital, Inc.
4336 Montgomery Avenue
Bethesda, MD 20814

Re: India Globalization Capital , Inc.
 Pre-effective Amendment s 3 and 4  to Registration Statement on Form S -1
 Filed May 10 and 12 , 2010
 File No. 333 -163867

Dear Mr. Mukunda :

We reviewed the filing s and have the comments below.

General

1. Prior to the effectiveness of your registration statement, please arrange to ha ve a
representative of the Financial Industry Regulatory Authority, or FINRA, call us to confirm
that FINRA has finished its review and has no additional concerns regarding the
underwriting arrangements, or send us a copy of the confirmation letter that you have
received from FINRA.

2. Refer to prior comment 1.  India Globalization Capital may not omit the number of shares of
common stock or the number of warrants being offered under this registration statement.
Please disclose the number of shares of common  stock and the number of warrants here and,
as appropriate, throughout the prospectus and legal opinion.  See Rule 430A of Regulation C
under the Securities Act.  For additional guidance, refer to Question and Answer 227.02 in
the Securities Act Rules sect ion of our “Compliance and Disclosure Interpretations”
available on the Commission’s website at http://www/sec.gov .

3. Notwithstanding the response to prior comment 2 that the offering is an offering of common
stock and warra nts rather than units, disclosures continue to state that units are being offered.
For example, refer to the first and second paragraphs on the prospectus’ outside front cover

Mr. Ram Mukunda
May 24, 2010
Page 2

 page, the first and sixth paragraphs under “Plan of Distribution” on page 14, a nd the first
paragraph under “Placement Agents’ Fees” on page 15.  Please revise appropriately
throughout the prospectus.

Registration Statement’s Facing Page

4. Notwithstanding the response to prior comment 9 that you checked the Rule 415 box, the box
is not checked.  Please check the box.

Cover Page of the Prospectus

5. We note the disclosure here and in the plan of distribution section that the placement agents
are not purchasing or selling any securities.  If the placement agents are not selling your
securities, please explain their role.

Plan of Distribution, page 14

6. Please reconcile the disclosure on the bottom of page 15 that your warrants are not expected
to be eligible for trading on any market with the disclosure on the cover page that your
warran ts trade on the NYSE Amex Equities.

Exhibit 5.1

7. We note the “provided that” assumptions under 1 and 2 on page 2.  It is inappropriate for
counsel to include assumptions that are too broad, that assume away the issue, or that assume
any of the material fa cts underlying the opinion or facts that are readily ascertainable.  Please
delete the assumptions.

8. Please remove the penultimate paragraph of the opinion.

Closing

 As appropriate, please amend your registration statement  in response to the se comments.
You may wish to provide us marked courtesy copies of the amendment  to expedite our review.
Please furnish a cover letter with your amendment that keys your responses to our comments and
provides any requested information.  Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after review of your amendment and
responses to our comments.

Mr. Ram Mukunda
May 24, 2010
Page 3

  We urge all persons who are responsible for the accuracy and adequacy of the disclosures
in the filing to be cer tain that the filing includes all information required under the Securities Act
of 1933 and that they have provided all information that investors require for an informed
investment decision.  Since the company and its management are in possession of all f acts
relating to a company’s disclosures, they are responsible for the adequacy and accuracy of the
disclosures that they have made.

Notwithstanding our comments, when the company requests acceleration of the effective
date of the pending registration sta tement, it should furnish a letter at the time of the request,
acknowledging t hat:

 Should the Commission or the staff, acting pursuant to delegated authority,
declare the filing effective, it does not foreclose the Commission from taking any
action with r espect to the filing .

 The action of the Commission or the staff, acting pursuant to delegated authority,
in declaring the filing effective, does not relieve the company from its full
responsibility for the adequacy and accuracy of the disclosure in the fi ling.

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

 Also , please be advised that the Divisi on of Enforcement has access to all information
that you provide to the staff of the Division of Corporation Finance in connection with our
review of your filing or in response to our comments on your filing.

We will consider a written request for acceler ation of the effective date of the registration
statement as confirmation of the fact that those requesting acceleration are aware of their
respective responsibilities under the Securities Act of 1933 and the Securities Exchange Act of
1934 as they relate to the proposed public offering of the securities specified in the above
registration statements.  We will act on the request and, pursuant to delegated authority, grant
acceleration of the effective date.

We direct your attention to Rules 460 and 461 reg arding requesting acceleration of a
registration statement.  Please allow adequate time after the filing of any amendment for further
review before submitting a request for acceleration.  Please provide this request at least two
business days in advance of  the requested effective date.

Mr. Ram Mukunda
May 24, 2010
Page 4

  You may direct questions on comments and disclosure issues to Edward M. Kelly, Senior
Counsel, at (202) 551 -3728 or Craig E. Slivka , Special Counsel,  at (202) 551 -3729.

     Very truly yours,

     Pamela A. Long
     Assistant Director

cc: Stanley S. Jutkowitz, Esq.
 Seyfarth Shaw LLP
 975 F Street, N.W.
 Washington, DC 20004

CORRESP
1
filename1.htm

    indiaglobal-corresp051010.htm

(202) 828-3568

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

May 10, 2010

VIA EDGAR

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attn:           Pamela A. Long

    Assistant Director

    Division of Corporation Finance

Re:          India Globalization Capital, Inc.

Pre-effective Amendment 2 to Registration Statement on Form S-1

Filed April 28, 2010

File No. 333-163867

Dear Ms. Long:

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 May 6, 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.  Please disclose the principal amount of securities being offered. See Rule 430A of Regulation C under the Securities Act of 1933. Please refer also to Question and Answer 227.02 under Securities Act Rules in our "Compliance and Disclosure Interpretations" available on the Commission's website at http://www.sec.gov for further guidance.

1.           Accompanying this letter we have filed Pre-Amendment No. 3 to the above-referenced filing (“Amendment No. 3”).  In Amendment No. 3 we have added disclosure as to the principal amount of the securities being offered.

Staff Comment 2.   Because units will not be issued or certificated and. only common stock and warrants issued and sold at separate prices, this does not appear to be an offering of units. Supplementally, please clarify the nature of this offering of units.

2.           We have revised the disclosure in Amendment No. 3 to clarify that the offering is an offering of common stock and warrants rather than units.

Prospectus' Outside Front Cover Page

Staff Comment 3.  Identify the other co-placement agent.

3.           We have added the name of the other co-placement agent to the front cover.

Staff Comment 4.  Please delete the term "reasonable" in describing your offering method.

4.           We have deleted the term "reasonable" in describing our offering method.

Staff Comment 5.  Please disclose the agreement to issue additional warrants to your placement agent.

5.           There will be no warrants issued to the placement agent.  We have revised the disclosure under “Plan of Distribution” on page 14 of Amendment No. 3 and elsewhere accordingly.

Where You Can Find More Information, page 2

Staff Comment 6.  Revise the third paragraph's first sentence to indicate that India Globalization Capital is registering also the units and the warrants that may be distributed under this registration statement.

6.           We have revised the third paragraph's first sentence on page 2 of Amendment No. 3 to indicate that the registration statement is “with respect to the securities offered by this prospectus.”

Use of Proceeds. page 13

Staff Comment 7.  We note that you are contractually obligated to use 40% of the proceeds in excess of $500,000 to repay the outstanding promissory notes. Please indicate the order of priority of the use of proceeds if substantially less than the maximum proceeds are obtained. Please see the instruction to Item 504 of Regulation S-K.

7.           We have revised the discussion on page 13 of Amendment No. 3 to indicate the order of priority of the use of proceeds if substantially less than the maximum proceeds are obtained.

Compensation for Executive Officers of the Company, page 50

Staff Comment 8.  Revise the summary compensation table to include data for the fiscal year ended March 31, 2010. See Item 11(1) of Form S-1 and Item 402(n)(1) of Regulation S-K. You may wish to refer to Question and Answer 117.05 under Regulation S-K in our "Compliance and Disclosure Interpretations" available on the Commission's website at http://www.sec.gov for additional guidance.

8.           We have revised the summary compensation table on page 51 of Amendment No. 3 to include data for the fiscal year ended March 31, 2010 and have further updated the disclosure of executive officer and direct.

Undertakings, page II-11

Staff Comment 9.  Based on revised disclosures in the registration statement, it appears that India Globalization Capital may be offering the securities being registered on a delayed or continuous basis under Rule 415. If so, include the Rule 415 offering undertakings required by Item 512(a) of Regulation S-K. Also, check the Rule 415 box. on the registration statement's facing page.

9.           We have revised the undertakings on page II-13 of Amendment No. 3 to provide undertakings appropriate to a 415 offering and have checked the Rule 415 box on Amendment No. 3’s facing page.

Exhibits

Staff Comment 10.  We note that you intend to file by amendment exhibits 1.1, 4.5, 4.6, 4.7, and 5.1. Allow us sufficient time to review the exhibits before requesting acceleration of the registration statement's effectiveness. We note the disclosure on page 15 that the Placement Agency Agreement is to be filed with an 8-K rather than as an exhibit to this registration statement. Please advise.

10.           The purchase option that is Exhibit 4.5 was issued in connection with the initial public offering of the Company’s securities and was, as noted in the exhibit index, filed as an exhibit to the S-1 relating to that offering.  We have deleted the reference to a purchase agreement in the Plan of Distribution section on page 14 of Amendment No. 3 and the reference to an Exhibit 4.7 as we no longer contemplate using a purchase agreement.  Exhibit 5.1 is filed with Amendment No. 3.  Exhibits 1.1 and 4.6 will be filed by amendment shortly after the filing of Amendment No. 3.

The Company appreciates the Staff’s comments with respect to the above-referenced filing 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.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549 -4631

       DIVISION OF
CORPORATION FINANCE

May 6, 2010

By facsimile to ( 202) 828-5393  and U.S. Mail

Mr. Ram Mukunda
Chief Executive Officer and President
India Globalization Capital, Inc.
4336 Montgomery Avenue
Bethesda, MD 20814

Re: India Globalization Capital , Inc.
 Pre-effective Amendment 2 to Registration Statement on Form S -1
 Filed April 27 , 2010
 File No. 333 -163867

Dear Mr. Mukunda :

We reviewed the filing and have the comments below.

General

1. Please disclose the principal amount of securities being offered.  See Rule 430A of
Regulation C under the Securities Act of 1933.  Please refer also to Question and Answer
227.02 under  Securities Act Rules in our “Compliance and Disclosure Interpretations”
available on the Commission’s website at http://www.sec.gov for furt her guidance.

2. Because units will not be issued or certificated and only common stock and warrants issued
and sold at separate prices, this does not appear to be an offering of units.  Supplementally,
please clarify the nature of this offering of units.

Prospectus’ Outside Front Cover Page

3. Identify the other co -placement agent.

4. Please delete the term “reasonable” in describing your offering method.

5. Please disclose the agreement to issue additional warrants to your placement agent.

Mr. Ram Mukunda
May 6, 2010
Page 2

 Where You Can Find Mo re Information, page 2

6. Revise the third paragraph’s first sentence to indicate that India Globalization Capital is
registering also the units and the warrants that may be distributed under this registration
statement.

Use of Proceeds, page 13

7. We note th at you are contractually obligated to use 40% of the proceeds in excess of
$500,000 to repay the outstanding promissory notes.  Please indicate the order of priority of
the use of proceeds if substantially less than the maximum proceeds are obtained.  Plea se see
the instruction to Item 504 of Regulation S -K.

Compensation for Executive Officers of the Company, page 50

8. Revise the summary compensation table to include data for the fiscal year ended March 31,
2010.  See Item 11(l) of Form S -1 and Item 402(n)(1) of Regulation S -K.  You may wish to
refer to Question and Answer 117.05 under Regulation S -K in our “Compliance and
Disclosure Interpretations” available on the Commission’s website at http://www.sec.gov  for
additional guidance.

Undertakings, page II -12

9. Based on revised disclosures in the registration statement, it appears that India Globalization
Capital may be offering the securities being registered on a delayed or continuous b asis
under Rule 415.  If so, include the Rule 415 offering undertakings required by Item 512(a) of
Regulation S -K.  Also, check the Rule 415 box on the registration statement’s facing page.

Exhibits

10. We note that you intend to file by amendment exhibits 1 .1, 4.5, 4.6, 4.7, and 5.1.  Allow us
sufficient time to review the exhibits before requesting acceleration of the registration
statement’s effectiveness. We note the disclosure on page 15 that the Placement Agency
Agreement is to be filed with an 8 -K rath er than as an exhibit to this registration statement.
Please advise.

Closing

 As appropriate, please amend your registration statement  in response to the se comments.
You may wish to provide us marked courtesy copies of the amendment  to expedite our rev iew.
Please furnish a cover letter with your amendment that keys your responses to our comments and

Mr. Ram Mukunda
May 6, 2010
Page 3

 provides any requested information.  Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after re view of your amendment and
responses to our comments.

 We urge all persons who are responsible for the accuracy and adequacy of the disclosures
in the filing to be certain that the filing includes all information required under the Securities Act
of 1933 and that they have provided all information that investors require for an informed
investment decision.  Since the company and its management are in possession of all facts
relating to a company’s disclosures, they are responsible for the adequacy and accu racy of the
disclosures that they have made.

Notwithstanding our comments, when the company requests acceleration of the effective
date of the pending registration statement, it should furnish a letter at the time of the request,
acknowledging t hat:

 Should the Commission or the staff, acting pursuant to delegated authority,
declare the filing effective, it does not foreclose the Commission from taking any
action with respect to the filing .

 The action of the Commission or the staff, acting pursuant to  delegated authority,
in declaring the filing effective, does not relieve the company from its full
responsibility for the adequacy and accuracy of the disclosure in the filing .

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

 Also , please be advised that the Division of Enforcement has access to all information
that you provide to the staff of the  Division of Corporation Finance in connection with our
review of your filing or in response to our comments on your filing.

We will consider a written request for acceleration of the effective date of the registration
statement as confirmation of the fac t that those requesting acceleration are aware of their
respective responsibilities under the Securities Act of 1933 and the Securities Exchange Act of
1934 as they relate to the proposed public offering of the securities specified in the above
registratio n statements.  We will act on the request and, pursuant to delegated authority, grant
acceleration of the effective date.

Mr. Ram Mukunda
May 6, 2010
Page 4

 We direct your attention to Rules 460 and 461 regarding requesting acceleration of a
registration statement.  Please allow adequate time after the filing of any amendment for further
review before submitting a request for acceleration.  Please provide this request at least two
business days in advance of the requested effective date.

 You may direct questions on comments and disclosu re issues to Edward M. Kelly, Senior
Counsel, at (202) 551 -3728 or Craig E. Slivka , Special Counsel,  at (202) 551 -3729.

     Very truly yours,

     Pamela A. Long
     Assistant Director

cc: Stanley S. Jutkowitz, Esq.
 Seyfarth Shaw LLP
 975 F Street, N.W.
 Washington, DC 20004

CORRESP
1
filename1.htm

    indiaglobal-corresp042710.htm

(202) 828-3568

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

April 27, 2010

VIA EDGAR

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attn:
Pamela A. Long

Assistant Director

Division of Corporation Finance

Re:
India Globalization Capital, Inc.

Pre-effective Amendment 1 to Registration Statement on Form S-1

Filed March 9, 2010

File No. 333-163867

Dear Ms. Long:

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 March 15, 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.  Please provide all information required except that allowed to be excluded by Rule 430A of the Securities Act of 1933. This information impacts disclosure throughout your filing and will require time to review. Note that we may have additional comments on your filing once you provide the information.

1.           Accompanying this letter we have filed Pre-Amendment No. 2 to the above-referenced filing (“Amendment No. 2”).  In Amendment No. 2 we have added disclosure in the “Plan of Distribution” section on page 14 (which section was called “Underwriting” in the prior filing) and elsewhere to provide the balance of the required information not previously provided.

Staff Comment 2.   Prior to the effectiveness of your registration statement, please arrange to have a representative of the Financial Industry Regulatory Authority, or FINRA, call us to confirm that FINRA has finished its review and has no additional concerns regarding the underwriting arrangements, or send us a copy of the confirmation letter that you have received from FINRA.

2.           We will provide this information when available.

About This Prospectus

Staff Comment 3.  Notwithstanding the representation made in response to prior comment 1 that you revised the language in this section to remove the reference to a shelf registration, this section's first two sentences continue to refer to a shelf registration.  Please revise.

3.           We have revised the language in “About This Prospectus” to delete the balance of the references to a shelf registration.

Undertakings, page II-11

Staff Comment 4.  The undertakings under subparagraphs (i), (ii), and (iii) of paragraph (a)(1) are inapplicable to this offering since it is not a Rule 415 offering. Please revise to include the proper undertakings related to your offering.

4.           We have revised the undertakings on page II-12 to provide undertakings appropriate to the offering set forth in the above-referenced filing.

The Company appreciates the Staff’s comments with respect to the above-referenced filing 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.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-4631

       DIVISION OF
CORPORATION FINANCE

March 15, 2010

 By facsimile to (202) 828-5393 and U.S. Mail

  Mr. Ram Mukunda Chief Executive Officer and President India Globalization Capital, Inc. 4336 Montgomery Avenue Bethesda, MD 20814  Re: India Globalization Capital, Inc.  Pre-effective Amendment 1 to Registration Statement on Form S-1  Filed March 9, 2010  File No. 333-163867  Dear Mr. Mukunda:
We reviewed the filing and have the comments below.
General

 1. Please provide all information required except that allowed to be excluded by Rule 430A of the Securities Act of 1933.  This information impacts disclosure throughout your filing and will require time to review.  Note that we may have additional comments on your filing once you provide the information.
 2. Prior to the effectiveness of your registration statement, please arrange to have a representative of the Financial Industry Regulatory Authority, or FINRA, call us to confirm that FINRA has finished its review and has no additional concerns regarding the
underwriting arrangements, or send us a copy of the confirmation letter that you have received from FINRA.

Mr. Ram Mukunda
March 15, 2010 Page 2
 About This Prospectus

 3. Notwithstanding the representation made in response to prior comment 1 that you revised the language in this section to remove the reference to a shelf registration,  this section’s first two sentences continue to refer to a shelf registration.  Please revise.
 Undertakings, page II-11

 4. The undertakings under subparagraphs (i), (ii), and (iii) of paragraph (a)(1) are inapplicable to this offering since it is not a Rule 415 offering.  Please revise to include the proper undertakings related to your offering.
 Closing

  As appropriate, please amend your registration statement in response to these comments.  You may wish to provide us marked courtesy copies of the amendment to expedite our review.  Please furnish a cover letter with your amendment that keys your responses to our comments and provides any requested information.  Detailed cover letters greatly facilitate our review.  Please understand that we may have additional comments after review of your amendment and responses to our comments.   We urge all persons who are responsible for the accuracy and adequacy of the disclosures in the filing to be certain that the filing includes all information required under the Securities Act of 1933 and that they have provided all information that investors require for an informed investment decision.  Since the company and its management are in possession of all facts relating to a company’s disclosures, they are responsible for the adequacy and accuracy of the disclosures that they have made.
Notwithstanding our comments, when the company requests acceleration of the effective
date of the pending registration statement, it should furnish a letter at the time of the request, acknowledging that:
• Should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing.

• The action of the Commission or the staff, acting pursuant to delegated authority,
in declaring the filing effective, does not relieve the company from its full responsibility for the adequacy and accuracy of the disclosure in the filing.

Mr. Ram Mukunda
March 15, 2010 Page 3

• The company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
  Also, please be advised that the Division of Enforcement has access to all information that you provide to the staff of the Division of  Corporation Finance in connection with our
review of your filing or in response to our comments on your filing.
 We will consider a written request for acceleration of the effective date of the registration
statement as confirmation of the fact that those requesting acceleration are aware of their
respective responsibilities under the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed public offering of the securities specified in the above registration statements.  We will act on the request and, pursuant to delegated authority, grant acceleration of the effective date.
 We direct your attention to Rules 460 and 461 regarding requesting acceleration of a
registration statement.  Please allow adequate time after the filing of any amendment for further review before submitting a request for acceleration.  Please provide this request at least two business days in advance of the requested effective date.

 You may direct questions on comments and disclosure issues to Edward M. Kelly, Senior Counsel, at (202) 551-3728 or Craig E. S livka, Special Counsel, at (202) 551-3729.
      Very truly yours,           Pamela A. Long      A s s i s t a n t  D i r e c t o r   cc: Stanley S. Jutkowitz, Esq.  Seyfarth Shaw LLP  975 F Street, N.W.  Washington, DC 20004

CORRESP
1
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.

CORRESP
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    indiaglobal-corresp_020410.htm

    INDIA
GLOBALIZATION CAPITAL, INC.

    4336
Montgomery Ave

    Bethesda,
Maryland 20814

    Feburary
4, 2010

              By EDGAR
      Correspondence

    Securities
and Exchange Commission

    100 F
Street, N.E.

    Washington,
D.C. 20549

              Re:

              India
      Globalization Capital, Inc. (the
“Company”)

    Registration Statement on Form S-3, as
amended

     (File
No.   333-163548)

    Ladies
and Gentlemen:

    Pursuant to Rule 461 of the General
Rules and Regulations under the Securities Act of 1933, as amended, the Company
hereby requests that the effective date of the above-captioned Registration
Statement be accelerated so that the Registration Statement may become effective
at 4:30 p.m. Eastern
Standard Time, on Thursday,
February 4, 2010, or as soon thereafter as practicable.

    In connection herewith, the Company
hereby acknowledges that:

              •

                Should
      the Securities and Exchange Commission (the “Commission”), or the
      Commission’s staff, acting pursuant to delegated authority, declare the
      above-captioned Registration Statement (the “Filing”) effective, it does
      not foreclose the Commission from taking any action with respect to the
      Filing;

              •

                The
      action of the Commission or the staff, acting pursuant to delegated
      authority, in declaring the Filing effective, does not relieve the Company
      from its full responsibility for the adequacy and accuracy of the
      disclosure in the Filing; and

              •

              The
      Company may not assert comments from the Commission or the staff or the
      declaration of effectiveness of the above-captioned Registration Statement
      as a defense in any proceeding initiated by the Commission or any person
      under the federal securities laws of the United
  States.

            Sincerely,

            INDIA GLOBALIZATION CAPITAL,
      INC.

              By:

            /s/ Ram
      Mukunda

            Name:
      Ram Mukunda

              Title:
      President and Chief Executive Officer

CORRESP
1
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    indiaglobal-corresp_0020310.htm

    975 F
Street, N.W.

    Washington,
DC 20004

    (202)
463-2400

    fax (202)
828-5393

    www.seyfarth.com

    (202)
828-3568

    sjutkowitz@seyfarth.com

    (202)
641-9268

    February 3, 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.

    Pre-effective Amendment 1 to
Registration Statement on Form S-3

    Filed January 8, 2010

    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 January 13,
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.

    Exhibit
5.1

    Staff Comment 1:  We
note the added sentence “This opinion is expressed as of the date hereof, and we
disclaim any undertaking to advise you of any subsequent changes in the facts
stated or assumed herein or of any subsequent changes in applicable
law.”  Since the opinion must speak as of the registration statement’s
effective date, please delete the sentence.  Alternatively, file a new
opinion immediately before the registration statement’s
effectiveness.

    1.            Concurrently
with this letter, we have filed Pre-Effective Amendment No. 2 to the above
referenced filing (the “Amendment”).  Attached as Exhibit 5.1 to the
Amendment is a revised opinion deleting the language requested.

    On behalf
of the Company, we hereby confirm that the Company acknowledges
that:

              ·

              the
      Company is responsible for the adequacy and accuracy of the disclosure in
      the Registration Statement;

              ·

              Staff
      comments or changes to disclosure in the Registration Statement in
      response to Staff comments do not foreclose the Commission from taking any
      action with respect to the Registration Statement;
  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.

    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.

CORRESP
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filename1.htm

    indiaglobal-corresp_20210.htm

        975 F
Street, N.W.

        Washington,
DC 20004

        (202)
463-2400

        fax (202)
828-5393

        www.seyfarth.com

      (202) 828-3568

    sjutkowitz@seyfarth.com

    (202)
641-9268

    February
3, 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 5 on Form S-3 to Registration Statement on Form
    S-1

    Filed January 28, 2010

    File No. 333-124942

    Dear Mr.
Kelly:

    This
letter responds to the request you made in our telephone conversation of
February 1, 2010 for India Globalization Capital, Inc.(the “Company”) to file a
new post-effective amendment to the above-referenced filing to provide a marked
copy of the amendment showing changes from Post-Effective Amendment No. 4 as
such a marked copy was inadvertently omitted from the filing of Post-Effective
Amendment No. 5.  Concurrent with this letter, we have filed
Post-Effective Amendment No. 6 to the Registration Statement (the
“Amendment”).  Included in the filing of the Amendment is a marked
copy of the Amendment showing cumulative changes from Post-Effective Amendment
No. 4.

    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.

CORRESP
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    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.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-4631

       DIVISION OF
CORPORATION FINANCE

January 25, 2010

 By facsimile to (202) 828-5393 and U.S. Mail

  Mr. Ram Mukunda Chief Executive Officer and President India Globalization Capital, Inc. 4336 Montgomery Avenue Bethesda, MD 20814  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. Mukunda:
We have limited our review of your filing to those issues that we have addressed in our
comments.  Where indicated, we think that you should revise your document in response to these comments.  If you disagree, we will consider your explanation why our comment is inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your explanation.  In some of our comments, we may ask you to provide us information so that we may better understand your disclosure.  After reviewing this information, we may raise additional comments.
Please understand that the purpose of our review is to assist you in your compliance with
the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to working with you in these respects.  We welcome any questions that you may have about comments or any other aspect of our review.  You may call us at the telephone numbers listed at the end of this letter.
General

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

Mr. Ram Mukunda
January 25, 2010 Page 2
 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.
 Risk Factors, page 8

 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.
 Closing

  As appropriate, please amend your registration statement in response to these comments.  You may wish to provide us marked courtesy copies of the amendment to expedite our review.  Please furnish a cover letter with your amendment that keys your responses to our comments and provides any requested information.  Detailed cover letters greatly facilitate our review.  Please understand that we may have additional comments after review of your amendment and responses to our comments.   We urge all persons who are responsible for the accuracy and adequacy of the disclosures in the filing to be certain that the filing includes all information required under the Securities Act of 1933 and that they have provided all information that investors require for an informed investment decision.  Since the company and its management are in possession of all facts relating to a company’s disclosures, they are responsible for the adequacy and accuracy of the disclosures that they have made.
Notwithstanding our comments, when the company requests acceleration of the effective
date of the pending registration statement, it should furnish a letter at the time of the request, acknowledging that:
• Should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing.

Mr. Ram Mukunda
January 25, 2010 Page 3

• The action of the Commission or the staff, acting pursuant to delegated authority,
in declaring the filing effective, does not relieve the company from its full responsibility for the adequacy and accuracy of the disclosure in the filing.

• The company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
  Also, please be advised that the Division of Enforcement has access to all information that you provide to the staff of the Division of  Corporation Finance in connection with our
review of your filing or in response to our comments on your filing.
 We will consider a written request for acceleration of the effective date of the registration
statement as confirmation of the fact that those requesting acceleration are aware of their
respective responsibilities under the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed public offering of the securities specified in the above registration statements.  We will act on the request and, pursuant to delegated authority, grant acceleration of the effective date.
 We direct your attention to Rules 460 and 461 regarding requesting acceleration of a
registration statement.  Please allow adequate time after the filing of any amendment for further review before submitting a request for acceleration.  Please provide this request at least two business days in advance of the requested effective date.

 You may direct questions on comments and disclosure issues to Edward M. Kelly, Senior Counsel, at (202) 551-3728 or Craig E. S livka, Special Counsel, at (202) 551-3729.
      Very truly yours,           Pamela A. Long      A s s i s t a n t  D i r e c t o r   cc: Stanley S. Jutkowitz, Esq.  Seyfarth Shaw LLP  975 F Street, N.W.  Washington, DC 20004

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-4631

       DIVISION OF
CORPORATION FINANCE

January 13, 2010

 By facsimile to (202) 828-5393 and U.S. Mail

  Mr. Ram Mukunda Chief Executive Officer and President India Globalization Capital, Inc. 4336 Montgomery Avenue Bethesda, MD 20814  Re: India Globalization Capital, Inc.  Pre-effective Amendment 1 to Registration Statement on Form S-3  Filed January 8, 2010  File No. 333-163548  Dear Mr. Mukunda:
We reviewed the filing and have the comment below.
 Exhibit 5.1

 1. We note the added sentence “This opinion is expressed as of the date hereof, and we disclaim any undertaking to advise you of any subsequent changes in the facts stated or assumed herein or of any subsequent changes in applicable law.”  Since the opinion must speak as of the registration statement’s effective date, please delete the sentence.  Alternatively, file a new opinion immediately before the registration statement’s effectiveness.
 Closing

  As appropriate, please amend your registration statement in response to the comment.  You may wish to provide us marked courtesy copies of the amendment to expedite our review.  Please furnish a cover letter with your amendment that keys your response to our comment and provides any requested information.  Detailed cover letters greatly facilitate our review.  Please understand that we may have additional comments after review of your amendment and response to our comment.

Mr. Ram Mukunda
January 13, 2010 Page 2
   We urge all persons who are responsible for the accuracy and adequacy of the disclosures in the filing to be certain that the filing includes all information required under the Securities Act of 1933 and that they have provided all information that investors require for an informed investment decision.  Since the company and its management are in possession of all facts relating to a company’s disclosures, they are responsible for the adequacy and accuracy of the disclosures that they have made.
Notwithstanding our comments, when the company requests acceleration of the effective
date of the pending registration statement, it should furnish a letter at the time of the request, acknowledging that:
• Should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing.

• The action of the Commission or the staff, acting pursuant to delegated authority,
in declaring the filing effective, does not relieve the company from its full responsibility for the adequacy and accuracy of the disclosure in the filing.

• The company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
  Also, please be advised that the Division of Enforcement has access to all information that you provide to the staff of the Division of  Corporation Finance in connection with our
review of your filing or in response to our comments on your filing.
 We will consider a written request for acceleration of the effective date of the registration
statement as confirmation of the fact that those requesting acceleration are aware of their
respective responsibilities under the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed public offering of the securities specified in the above registration statements.  We will act on the request and, pursuant to delegated authority, grant acceleration of the effective date.
 We direct your attention to Rules 460 and 461 regarding requesting acceleration of a
registration statement.  Please allow adequate time after the filing of any amendment for further review before submitting a request for acceleration.  Please provide this request at least two business days in advance of the requested effective date.

Mr. Ram Mukunda
January 13, 2010 Page 3
  You may direct questions on comments and disclosure issues to Edward M. Kelly, Senior Counsel, at (202) 551-3728 or Craig E. S livka, Special Counsel, at (202) 551-3729.
      Very truly yours,           Pamela A. Long      A s s i s t a n t  D i r e c t o r   cc: Stanley S. Jutkowitz, Esq.  Seyfarth Shaw LLP  975 F Street, N.W.  Washington, DC 20004

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-4631

       DIVISION OF
CORPORATION FINANCE

January 11, 2010

 By facsimile to (202) 828-5393 and U.S. Mail

  Mr. Ram Mukunda Chief Executive Officer and President India Globalization Capital, Inc. 4336 Montgomery Avenue Bethesda, MD 20814  Re: India Globalization Capital, Inc.  Registration Statement on Form S-1  Filed December 18, 2009  File No. 333-163867  Dear Mr. Mukunda:
We have limited our review of your filing to those issues that we have addressed in our
comments.  Where indicated, we think that you should revise your document in response to these comments.  If you disagree, we will consider your explanation why our comment is inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your explanation.  In some of our comments, we may ask you to provide us information so that we may better understand your disclosure.  After reviewing this information, we may raise additional comments.
Please understand that the purpose of our review is to assist you in your compliance with
the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to working with you in these respects.  We welcome any questions that you may have about comments or any other aspect of our review.  You may call us at the telephone numbers listed at the end of this letter.  About This Prospectus

 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.

Mr. Ram Mukunda
January 11, 2010 Page 2
 Prospectus’ Outside Front Cover Page

 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.
 Table of Contents

 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.
 Forward-Looking Statements, page 11

 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.
 Use of Proceeds, page 12

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

Underwriting, page 12

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

Undertakings, page II-11

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.

Mr. Ram Mukunda
January 11, 2010 Page 3
 Exhibit Index

 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.
 Exhibits

 9. Please file the underwriting agreement as an exhibit to the registration statement.  See

Item 601(b)(1) of Regulation S-K.

Closing
  As appropriate, please amend your registration statement in response to these comments.  You may wish to provide us marked courtesy copies of the amendment to expedite our review.  Please furnish a cover letter with your amendment that keys your responses to our comments and provides any requested information.  Detailed cover letters greatly facilitate our review.  Please understand that we may have additional comments after review of your amendment and responses to our comments.   We urge all persons who are responsible for the accuracy and adequacy of the disclosures in the filing to be certain that the filing includes all information required under the Securities Act of 1933 and that they have provided all information that investors require for an informed investment decision.  Since the company and its management are in possession of all facts relating to a company’s disclosures, they are responsible for the adequacy and accuracy of the disclosures that they have made.
Notwithstanding our comments, when the company requests acceleration of the effective
date of the pending registration statement, it should furnish a letter at the time of the request, acknowledging that:
• Should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing.

• The action of the Commission or the staff, acting pursuant to delegated authority,
in declaring the filing effective, does not relieve the company from its full responsibility for the adequacy and accuracy of the disclosure in the filing.

Mr. Ram Mukunda
January 11, 2010 Page 4
 • The company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
  Also, please be advised that the Division of Enforcement has access to all information that you provide to the staff of the Division of  Corporation Finance in connection with our
review of your filing or in response to our comments on your filing.
 We will consider a written request for acceleration of the effective date of the registration
statement as confirmation of the fact that those requesting acceleration are aware of their
respective responsibilities under the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed public offering of the securities specified in the above registration statements.  We will act on the request and, pursuant to delegated authority, grant acceleration of the effective date.
 We direct your attention to Rules 460 and 461 regarding requesting acceleration of a
registration statement.  Please allow adequate time after the filing of any amendment for further review before submitting a request for acceleration.  Please provide this request at least two business days in advance of the requested effective date.

 You may direct questions on comments and disclosure issues to Edward M. Kelly, Senior Counsel, at (202) 551-3728 or Craig E. S livka, Special Counsel, at (202) 551-3729.
      Very truly yours,           Pamela A. Long      A s s i s t a n t  D i r e c t o r   cc: Stanley S. Jutkowitz, Esq.  Seyfarth Shaw LLP  975 F Street, N.W.  Washington, DC 20004

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.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-4631

       DIVISION OF
CORPORATION FINANCE

December 30, 2009

 By facsimile to (202) 828-5393 and U.S. Mail

  Mr. Ram Mukunda Chief Executive Officer and President India Globalization Capital, Inc. 4336 Montgomery Avenue Bethesda, MD 20814  Re: India Globalization Capital, Inc.  Registration Statement on Form S-3  Filed December 7, 2009  File No. 333-163548  Dear Mr. Mukunda:
We have limited our review of your filing to those issues that we have addressed in our
comments.  Where indicated, we think that you should revise your document in response to these comments.  If you disagree, we will consider your explanation why our comment is inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your explanation.  In some of our comments, we may ask you to provide us information so that we may better understand your disclosure.  After reviewing this information, we may raise additional comments.  Please understand that the purpose of our review is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to working with you in these respects.  We welcome any questions that you may have about comments or any other aspect of our review.  You may call us at the telephone numbers listed at the end of this letter.
Risk Factors, page 4

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.

Mr. Ram Mukunda
December 30, 2009 Page 2
 Selling Stockholders, page 5

 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.

3. Explain briefly how each selling stockholder received the securities being registered for
resale.
 4. For a beneficial owner that is a legal entit y, 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
.
 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.

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 stockholde r is an affiliate of an underwriter that
cannot make these representations.
 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.
 Incorporation of Certain Information by Reference, page 7

Mr. Ram Mukunda
December 30, 2009 Page 3
  8. Include India Globalization Capital, Inc.’s Commission file number for filings made under the Exchange Act.
 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.
 Undertakings, page 14

 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.
 11. The undertakings under paragraphs (b), and (e) appear inapplicable to this offering.  Please revise or advise.
 Signatures, page 16

 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.”
 Exhibit 5.1

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

  As appropriate, please amend your registration statement in response to these comments.  You may wish to provide us marked courtesy copies of the amendment to expedite our review.  Please furnish a cover letter with your amendment that keys your responses to our comments and provides any requested information.  Detailed cover letters greatly facilitate our review.  Please understand that we may have additional comments after review of your amendment and responses to our comments.   We urge all persons who are responsible for the accuracy and adequacy of the disclosures in the filing to be certain that the filing includes all information required under the Securities Act of 1933 and that they have provided all information that investors require for an informed investment decision.  Since the company and its management are in possession of all facts

Mr. Ram Mukunda
December 30, 2009 Page 4
 relating to a company’s disclosures, they are responsible for the adequacy and accuracy of the disclosures that they have made.
Notwithstanding our comments, when the company requests acceleration of the effective
date of the pending registration statement, it should furnish a letter at the time of the request, acknowledging that:
• Should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing.

• The action of the Commission or the staff, acting pursuant to delegated authority,
in declaring the filing effective, does not relieve the company from its full responsibility for the adequacy and accuracy of the disclosure in the filing.

• The company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
  Also, please be advised that the Division of Enforcement has access to all information that you provide to the staff of the Division of  Corporation Finance in connection with our
review of your filing or in response to our comments on your filing.
 We will consider a written request for acceleration of the effective date of the registration
statement as confirmation of the fact that those requesting acceleration are aware of their
respective responsibilities under the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed public offering of the securities specified in the above registration statements.  We will act on the request and, pursuant to delegated authority, grant acceleration of the effective date.
 We direct your attention to Rules 460 and 461 regarding requesting acceleration of a
registration statement.  Please allow adequate time after the filing of any amendment for further review before submitting a request for acceleration.  Please provide this request at least two business days in advance of the requested effective date.

Mr. Ram Mukunda
December 30, 2009 Page 5
 You may direct questions on comments and disclo sure issues to Edward M. Kelly, Senior
Counsel, at (202) 551-3728 or Craig E. S livka, Special Counsel, at (202) 551-3729.
      Very truly yours,        Pamela A. Long      A s s i s t a n t  D i r e c t o r   cc: Stanley S. Jutkowitz, Esq.  Seyfarth Shaw LLP  975 F Street, N.W.
Washington, DC 20004

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

       DIVISION OF
CORPORATION FINANCE

        August 13, 2009  Mail Stop 4631  Mr. Ram Mukunda Chief Executive Officer    India Globalization Capital, Inc.  4336 Montgomery Ave. Bethesda, Maryland 20814
Re: India Globalization Capital, Inc.  Registration Statement on Form S-3
 Filed on August 3, 2009
 File No.: 333-160993

Dear Mr. Mukunda:
  We have limited our review of your filings to those issues we have addressed in our
comments.  Where indicated, we think you should revise your documents in response to these comment.  If you disagree, we will consider your explanation as to why our comment is
inapplicable or a revision is unnecessary.  Please be as detailed as necess ary in your explanation.
In some of our comments, we may ask you to pr ovide us with information so we may better
understand your disclosure.  After reviewing this information we may raise additional comments.
  Please understand that the purpose of our review process is to  assist you in your compliance
with the applicable disclosure requirements and to enhance the ove rall disclosure in your filing.
We look forward to working with you in these re spects.  We welcome any questions you may have
about our comments or any other aspect of our re view.  Feel free to call us at the telephone
numbers listed at the end of this letter.  Description of Debt Securities, page 12

1. Please file the two indentures you refer to in your description of debt securities under the
above caption.

Mr. Ram Mukunda
India Globalization Capital, Inc.
August 13, 2009 Page 2 of 3   Signatures, page 29

2. Please have the CFO also sign the registration stat ement in accordance with  Instruction 1 to
the signature requirement of Form S-3.
      As appropriate, please amend your filings in re sponse to these comments.  You may wish to
provide us with marked copies of the amendment to expedite our review.  Please furnish a cover
letter with your amendment that keys your res ponses to our comments a nd provides any requested
information.  Detailed cover lette rs greatly facilitate our review .  Please understand that we may
have additional comments afte r reviewing your amendment and responses to our comments.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure in
the filing to be certain that the filing includes al l information required under  the Securities Act of
1933 and that they have provided all information investors require for an informed investment
decision.  Since the company and its management  are in possession of a ll facts relating to a
company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.
 Notwithstanding our comments, in the even t the company requests acceleration of the
effective date of the pending registration statement,  it should furnish a letter, at the time of such
request, acknowledging that:

• should the Commission or the staff, acting pursua nt to delegated authority, declare the filing
effective, it does not foreclose the Commission from taking any action with respect to the
filing;

• the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

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

In addition, please be advised th at the Division of Enforcement has access to all information
you provide to the staff of the Di vision of Corporation Finance in connection with our review of
your filing or in response to our comments on your filing.   We will consider a written request for acceleration of the effective date of the registration statement as confirmation of the f act that those requesting accelera tion are aware of their respective

Mr. Ram Mukunda
India Globalization Capital, Inc. August 13, 2009 Page 3 of 3  responsibilities under the Securities Act of 1933 and the Securities Exchange Act of 1934 as they
relate to the proposed public offeri ng of the securities sp ecified in the above registration statement.
We will act on the request and, pursuant to delegate d authority, grant acceleration of the effective
date.   We direct your attention to Rules 460 and 461 regarding requesting acceleration of a registration statement.  Please a llow adequate time after the fili ng of any amendment for further
review before submitting a request for acceleration.  Please provide this request as least two business days in advance of the requested effective date.   If you have any questions, please contact Erro l Sanderson, Financial Analyst, at (202) 551-
3746, or Craig Slivka, Special  Counsel, at (202) 551-3729.
         S i n c e r e l y ,                                                                                        Pamela A. Long         A s s i s t a n t  D i r e c t o r      cc: Stanley S. Jutkowitz, Esq.
 Seyfarth Shaw LLP
 975 F Street, N. W.  Washington D.C.20004

CORRESP
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    indiaglobal-corresp090809.htm

INDIA GLOBALIZATION CAPITAL, INC.

4336 Montgomery Ave

Bethesda, Maryland 20814

September 8, 2009

By Facsimile and EDGAR Correspondence

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re:

India Globalization Capital, Inc. (the “Company”)

Registration Statement on Form S-3, as amended

(File No.   333-160993)

Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, the Company hereby requests that the effective date of the above-captioned Registration Statement be accelerated so that the Registration Statement may become effective at 11:00 a.m. Eastern
Standard Time, on Thursday, September 10, 2009, or as soon thereafter as practicable.

In connection herewith, the Company hereby acknowledges that:

•

Should the Securities and Exchange Commission (the “Commission”), or the Commissions staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

•

The action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

•

The Company may not assert comments from the Commission or the staff or the declaration of effectiveness of the above-captioned Registration Statement as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Sincerely,

INDIA GLOBALIZATION CAPITAL, INC.

By:  /s/ Ram Mukunda

        Name:  Ram Mukunda

        Title:    President and Chief

                     Executive Officer

CORRESP
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    india-corresp82109.htm

World Trade Center East

Two Seaport Lane

Suite 300

Boston, MA 02210-2028

(617) 946-4800

fax (617) 946-4801

Writer’s direct phone

(617) 946-4887

Writer’s e-mail

mkatzoff@seyfarth.com

August 21, 2009

VIA EDGAR

Pamela A. Long

United States Securities and Exchange Commission

Division of Corporation Finance

Mail Stop 4631

100 F Street NE

Washington, DC  20549

Re:

India Globalization Capital, Inc.

Registration Statement on Form S-3

Filed August 3, 2009

File No. 333-160993

Dear Ms. Long:

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 August 20, 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.

Description of Debt Securities, Page 12

Staff Comment 1:  Please file the indentures as exhibits to this Registration Statement.

1.            We have amended the Registration Statement in Pre-Effective Amendment No. 2 filed herewith to remove debt securities from the types of securities that may be offered pursuant to the Registration Statement.  Accordingly, the debentures should no longer
be required.

Signatures Page 29

Staff Comment 2:  Please have your principal financial officer sign the registration statement.  Please refer to instructions 1 and 2 to the signature requirement of Form S-3.

2.            We have revised the signature block for John Selvaraj in Pre-Effective Amendment no. 2. to clarify that he is signing the Form S-3 in the capacities of both principal accounting officer and principal financial officer.

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 Stan Jutkowitz of our office at (202) 828-3568 or by fax to 202-641-9268
or to he undersigned at (617) 946-4887 or by fax to 617-790-5356.

Very truly yours,

SEYFARTH SHAW LLP

/s/ Mark A. Katzoff

Mark A. Katzoff

:mak

bcc:

Stanley S. Jutkowitz, Esq.

Ram Mukunda

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

       DIVISION OF
CORPORATION FINANCE

Mail Stop 7010
February 5, 2009
 Mr. Ram Mukunda President and CEO India Globalization Capital, Inc. 4336 Montgomery Ave. Bethesda, MD 20814  RE:   Form 8-K Item 4.01 filed May 8, 2008
 Form 8-K/A Item 4.01 filed May 22, 2008
 File #1-32830

Dear Mr. Mukunda:
We have completed our review of your Fo rm 8-K and related filings and have no
further comments at this time.
If you have any further questions regard ing our review of your filings, please
direct them to the undersigned at (202) 551-3866.           S i n c e r e l y ,             Jeffrey Gordon         S t a f f  A c c o u n t a n t

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

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-3628

       DIVISION OF
CORPORATION FINANCE

     Mail Stop 3628
December 15, 2008
  Via Facsimile at (312) 460- 7000, (202) 828-5393 and U.S. Mail

Michael E. Blount, Esq.
Stanley S. Jutkowitz, Esq. Seyfarth Shaw LLP 131 Dearborn Street, Suite 2400 Chicago, Illinois 60603-5803
 Re: India Globalization Capital, Inc.
  Schedule TO-I
  File No. 5-81669
Filed November 24, 2008

Dear Mr. Blount and Mr. Jutkowitz:

We have reviewed the above filing and have the following comments.  All defined terms
in this letter have the same meaning as in the offer letter filed as exhibit 1 to the Schedule TO-I, unless otherwise indicated.  Where indicated, we think you should revise the document in
response to these comments.  If you disagree, we  will consider your explanation as to why our
comment is inapplicable or a revision is unnecessar y.  Please be as detailed as necessary in your
explanation.  In some of our comments, we ma y ask you to provide us with information so we
may better understand your disclosure.  After reviewing this inform ation, we may raise
additional comments.
Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requir ements and to enhance the overall disclosure in
your filing.  We look forward to working with you in these respects.  We welcome any questions
you may have about our comments or any other aspect of our review.  Feel fr ee to call us at the
telephone number listed at th e end of this letter.

Michael E. Blount, Esq.
Stanley S. Jutkowitz, Esq.
Seyfarth Shaw LLP Page 2  Schedule TO

1. Please revise your disclosure in Item 4 to  include the information required by Item
1004(a)(1)(xi) of Regulation M-A concerning the accounting treatment for the transaction, if material.
The Offer

Recession Rights, page 11
2. You disclose that securities may only be w ithdrawn (rescinded) in accordance with the
procedures discussed in Secti on 3.  Please disclose that a ny securities that you have not
accepted by the fortieth business day after commencement of the offer may be withdrawn.  See Rule  13e-4(f)(2)(ii).
 Financial Information Regarding the Company, page 15

3. You appear to have determined that the bi dders’ financial information is material and
should therefore be included in the offer doc ument pursuant to Item 10 of Schedule TO.
Revise to include all of the information required by Item 1010 of Regulation M-A, including the summary information required by Item 1010(c).  Please see Interpretation
I.H.7 in our July 2001 Supplement to the Manual of Publicly Available Telephone
Interpretations posted on our website, www.sec.gov
.
Federal Income Tax Consequences, page 16
4. Revise the first sentence of this section to delete the word “certai n.”  Item 1004(a)(1)(xii)
of Regulation M-A requires you to explain the tax consequences of the transaction if they
are material.  Your disclosure should theref ore include all material tax consequences
rather than selected material tax consequences.
Closing

Please amend your filing in response to these co mments.  Due to the apparent absence of
the required summary financial information, we believe a supplement needs to be disseminated
to warrant holders.  Please furnish a cover le tter with your amended filing that keys your
responses to our comments and provides any re quested supplemental information.  Detailed
cover letters greatly facilitate  our review.  Please understand that we may have additional
comments after reviewing your amended filing and responses to our comments.
We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filings reviewed by the staff to be certain  that they have provided all material information
to investors.  Since the company and its management are in possession of all facts relating to the company’s disclosure, they are responsible for the accuracy and adequacy of  the disclosures they
have made.

Michael E. Blount, Esq.
Stanley S. Jutkowitz, Esq. Seyfarth Shaw LLP Page 3
In connection with responding to our comment s, please provide, in writing, a statement
from the company acknowledging that:
• the company is responsible for the adequacy  and accuracy of the disclosure in the
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 filings; 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, please be advise d that the Division of Enfo rcement has access to all
information you provide to the sta ff of the Division of Corporati on Finance in our review of your
filings or in response to our comments on your filings.

Please direct any questions regarding our comments to me at (202) 551-3267.
         S i n c e r e l y ,             J u l i a  E .  G r i f f i t h          S p e c i a l  C o u n s e l          O f f i c e  o f  M e r g e r s          and Acquisitions

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              India
      Globalization Capital

              4336
      Montgomery Avenue, Bethesda, Maryland 20814

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

              IGC.U/IGC-U
      (AMEX)

              Ram
      Mukunda

                Chief
      Executive Officer

                ram@indiaglobalcap.com

              January
      20, 2009

                Mr.
      Rufus Decker

                Accounting
      Branch Chief

                Securities
      and Exchange Commission

                Dear
      Mr. Decker:

                We
      are in receipt of your letter dated January 6, 2009. We apologize for
      the delay in responding, but due to international travel, we were not in
      receipt of your letter until January 16, 2009.

                We
      have left a voicemail message today with Mr. Jeffrey Gordon to discuss the
      steps the Company and Y&R have taken and will continue to take in
      order to respond substantively to your comments contained in your May 14,
      2008 letter. As you may be aware, representatives from Y&R spoke with
      Mr. Kevin Stout following your May 14, 2008 letter and received the letter
      outlining, among other things, the need for, and role of, the
      consultant.

                We
      would like to discuss this matter further with Mr. Gordon or another Staff
      member, as appropriate.  Despite our and Y&R's good faith
      efforts, including consultations with at least seven accounting firms, we
      and Y&R have struggled to find a U.S. accounting firm or another
      international firm that regularly practices before the Commission and has
      extensive knowledge of the requirements of U.S. GAAP, PCAOB Standards, and
      auditor independence regulations to accept the engagement at
      this time, although we continue to assist Y&R in finding such a
      firm.

                We
      intend to speak with Mr. Gordon as soon as possible. In the meantime,
      please feel free to contact me at 301-983-0998

                Sincerely,

                Ram
      Mukunda

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

       DIVISION OF
CORPORATION FINANCE

Mail Stop 7010

January 6, 2009

via U.S. mail and facsimile
 Mr. Ram Mukunda President and CEO India Globalization Capital, Inc. 4336 Montgomery Ave. Bethesda, MD 20814
RE:   Form 8-K Item 4.01 filed May 8, 2008
 Form 8-K/A Item 4.01 filed May 22, 2008
 File #1-32830

Dear Mr. Mukunda:    We issued comments to you on the above captioned filings on May 14, 2008 and December 17, 2008.  As of the date of this le tter, these comments remain outstanding and
unresolved.  We expect you to provide a substantive response to these comments by January 20, 2009.    If you do not provide a substantive response to the outstanding comments by
January 20, 2009, we will, consistent with our  obligations under the federal securities
laws, decide how we will seek to resolve material outstanding comments and complete our review of your filings and your disclosu re.  Among other things, we may decide to
release publicly, through the ag ency’s EDGAR system, all correspondence, including this
letter, relating to the review of  your filings, consistent with the staff’s decision to release
publicly comment letters and response letters relating to disclosure filings it has reviewed.  You can find more information a bout the staff’s decision to release filing
correspondence at http://www.sec.gov/news/press/2004-89.htm
 and
http://www.sec.gov/news/press/2005-72.htm .

Please contact Jeffrey Gordon, Staff A ccountant at (202) 551-3866 if you have
any questions.          S i n c e r e l y ,           R u f u s  D e c k e r         Accounting Branch Chief

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Writer’s direct phone

(312) 460-5962

      Writer’s e-mail
mblount@seyfarth.com

      131 South Dearborn Street

Suite 2400

Chicago,
      Illinois 60603

(312) 460-5000

fax (312) 460-7000

www.seyfarth.com

December 19, 2008

VIA EDGAR

Securities and Exchange Commission
100
F Street, N.E.
Washington, D.C. 20549

     Attn: Julia E.
Griffith
     Special
Counsel
     Office of Mergers and Acquisitions

    Re:

    India
      Globalization Capital, Inc.

    Schedule
      TO-1

    File No.
      5-81669

    Filed November 24,
      2008

Dear Ms. Griffith

     This letter
is intended to respond to the comments set forth in your letter dated December
15, 2008 (the “Comment Letter”) with respect to the Schedule TO-1 (“Schedule
TO”) filed by India Globalization Capital, Inc. (the “Company”) on November 24,
2008 with respect to a tender offer relating to the Company’s outstanding
warrants (the “Tender Offer”). The Company has filed an amended Schedule TO-1
and Supplement to the related Offer Letter (the “Offer Letter”) incorporating
the changes referenced herein into the amended Schedule TO-1 and Supplement. As
you requested we are disseminating the Supplement to the company’s warrant
holders. The numbered paragraphs below correspond
to the numbered comments in the Comment Letter.

Schedule TO

1. The Company does not believe that the
accounting treatment of the Tender Offer is material and accordingly is not
amending Item 4 to the Schedule TO-1.

The Offer
Rescission Rights, Page
11

    Securities and
      Exchange Commission

    Attn: Julia E.
      Griffith

    December 19,
      2008

    Page
      2

2. We will supplement the Offer Letter to
provide that any securities that the Company has not accepted for tender by the
fortieth business day after the commencement of the Tender Offer may be
withdrawn:

Financial Information Regarding the
Company, Page 15

3. We will supplement the Offer Letter to
provide the financial information required by Item 1010 of Regulation M-A. As discussed, in light of the inclusion of the
financial information, we will extend the offering period of the Tender Offer so
that it concludes on the 10th business day following transmittal of
the supplement.

Federal Income Tax Consequences, Page
16

4. We will revise the first sentence of
this section to delete the word “certain”. The Company believes that that
section addresses all material tax consequences and accordingly no further
discussion is required.

Additional Information, Miscellaneous,
Page 22

5. In response to your verbal comments
during our telephone discussion on December 16, 2008, we will replace the second paragraph of Section 13 on page 22 of
the Offer Letter with the following:

“We are not aware of any jurisdiction
where the making of the Offer is not in compliance with applicable law. If we
become aware of any jurisdiction where the making of the Offer, or the
acceptance of Warrants tendered pursuant to the Offer, is not in compliance with
applicable law, we will make a good faith effort to comply with the applicable
law and, to the extent necessary, to extend the time period that Holders in such
jurisdiction have to respond to the Offer. If, after a good faith effort, we
cannot comply with the applicable law, the Offer will not be made in that
jurisdiction. Notwithstanding that the Offer will not be made in that
jurisdiction, the Company understands that it has an obligation to make the
Offer to all Holders.”

Closing

     The Company acknowledges that:

     (a) the Company is responsible for
the adequacy of the disclosure in the filings;

     (b) staff comments or changes to
disclosure in response to staff comments do not foreclose the Commission from
taking any action with respect to the filings; and

    Securities and
      Exchange Commission

    Attn: Julia E.
      Griffith

    December 19,
      2008

    Page 3

      (c) 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.

      The Company appreciates the staff’s
comments with respect to the Tender Offer. If you have any questions with
respect to this letter, please contact the undersigned at (312) 460-5962.

      Very truly yours,

SEYFARTH
      SHAW LLP

/s/ Michael Blount

Michael E. Blount

    cc:

    Ram Mukunda
Nicholas
      Panos

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

       DIVISION OF
CORPORATION FINANCE

December 17, 2008
 Mr. Ram Mukunda President and CEO India Globalization Capital, Inc. 4336 Montgomery Ave. Bethesda, MD 20814
RE:   Form 8-K Item 4.01 filed May 8, 2008
 Form 8-K/A Item 4.01 filed May 22, 2008
 File #1-32830

Dear Mr. Mukunda:  We have reviewed your filings and have the following comments.  Where indicated, we think
you should revise your documents in response to  these comments.  If you disagree, we will
consider your explanation as to why our comment is inapplicable or a revision is unnecessary.
Please be as detailed as necessary in your explan ation.  In some of our comments, we may ask
you to provide us with supplemental informati on so we may better understand your disclosure.
After reviewing this information, we may or may not raise additional comments.  Please understand that the purpose of our review pr ocess is to assist you in your compliance with
the applicable disclosure requirements and to e nhance the overall disclosure in your filing.  We
look forward to working with you in these respects.  We welcome any questions you may have about our comments or on any other aspect of our review.  Feel free to call us at the telephone
number listed at the end of this letter.
1. As noted in our comment letter dated May 14, 2008, the audit firm Yoganandh and Ram is not recognized by the staff of the SEC.  Fo reign auditors that wish to practice before
the SEC are expected to demonstrate their knowledge and experience in applying U.S. GAAP, PCAOB Standards, SEC financial repor ting 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
supercede 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.  You may refer to the International Reporting and Disclosure Issues Outline available on our website at the following location for additional information:  http://www.sec.gov/divisions/corpfin/internatl/cfirdissues1104.htm#P313_42976.  It appears that Yoganandh and Ram has not yet completed this process; as such, they

Ram Mukunda
President and CEO December 17, 2008 Page 2
should either inquire with Kevin Stout, Staff Accountant, in the Office of the Chief Accountant (202-551-5930) or you should engage a new accounting firm.  Note that you would be required to file another Item 4.01 8-K announcing the new change in accountants.  In addition, the new accounting firm would need to re-review the Forms 10-Q for the periods ended June 30, 2008 and September 30, 2008, since these filings were reviewed by an accounting firm that has not completed the credentialing process.  Please advise.

*****
 Please file your supplemental response via EDGAR in response to these comments within 5 business days of the date of this letter.  Please note that if you require longer than 5 business days to respond, you should contact the staff immediately to request additional time.  You may wish to provide us with marked copies of each amended filing to expedite our review.  Direct
any questions regarding the above to the undersigned at (202) 551-3866.  Sincerely,    Jeffrey Gordon Staff Accountant

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

       DIVISION OF
CORPORATION FINANCE

February 6, 2008

 Mr. Ram Mukunda President and Chief Executive Officer India Globalization Capital, Inc. 4336 Montgomery Avenue Bethesda, MD 20814  Re: India Globalization Capital, Inc.  Preliminary Proxy Statement on Schedule 14A  Filed November 23, 2007  Annual Report on Form 10-KSB for the fiscal year ended March 31, 2007
File No. 1-32830
 Dear Mr. Mukunda:   We have completed our review of the Schedule 14A, Form 10-KSB, and related filings and have no further comments at this time.

Very truly yours,

Pamela A. Long
                                                                Assistant Director

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    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

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

       DIVISION OF
CORPORATION FINANCE

May 14, 2008
 Mr. Ram Mukunda President and CEO India Globalization Capital, Inc. 4336 Montgomery Ave. Bethesda, MD 20814
RE:   Form 8-K Item 4.01 filed May 8, 2008
 File #1-32830

Dear Mr. Mukunda:  We have reviewed your filings and have the following comments.  Where indicated, we think
you should revise your documents in response to  these comments.  If you disagree, we will
consider your explanation as to why our comment is inapplicable or a revision is unnecessary.
Please be as detailed as necessary in your explan ation.  In some of our comments, we may ask
you to provide us with supplemental informati on so we may better understand your disclosure.
After reviewing this information, we may or may not raise additional comments.  Please understand that the purpose of our review pr ocess is to assist you in your compliance with
the applicable disclosure requirements and to e nhance the overall disclosure in your filing.  We
look forward to working with you in these respects.  We welcome any questions you may have about our comments or on any other aspect of our review.  Feel free to call us at the telephone
number listed at the end of this letter.
1. Please amend your Item 4.01 Form 8-K to disclose, in accordance with Item 304(a)(1)(ii) of Regulation 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.

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 statements made in your revised Form 8-K.

3. The audit firm Yoganandh and Ram is not recognized by the staff of the SEC.  Foreign auditors that wish to practice before the SEC are expected to demonstrate their

Ram Mukunda
President and CEO
May 14, 2008 Page 2
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 supercede 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.  You may refer to the International Reporting and Disclosure Issues Outline available on our website at the following location for additional information:  http://www.sec.gov/divisions/corpfin/internatl/cfirdissues1104.htm#P313_42976.  We may be unable to complete our review and accept the reports of Yoganandh and Ram until the firm has demonstrated this knowledge and experience to the Office of the Chief Accountant.  In order to begin this process, Yoganandh and Ram should inquire with Kevin Stout, Staff Accountant, in the Offi ce of the Chief Accountant (202-551-5930) and
request the information to begin this process.  Upon receipt of this request, the Office of the Chief Accountant will provide a letter outlining the steps and information necessary to complete the review.  Please advise us of Yoganandh and Ram's plans to complete this process.

*****
 We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filings reviewed by the staff to be certain that  they have provided all information investors
require.  Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.    In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that
‚ the company is responsible for the adequacy and accuracy of the disclosure in the filings;
‚ staff comments or changes to disclosure in response to staff comments in the filings reviewed by the staff 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, please be advised that the Division of Enforcement has access to all information you provide to the staff of the Division of Corpora tion Finance in our review of your filing or in
response to our comments on your filing.    Please file your supplemental response via EDGAR in response to these comments within 5 business days of the date of this letter.  Please note that if you require longer than 5 business days to respond, you should contact the staff immediately to request additional time.  You may

Ram Mukunda
President and CEO May 14, 2008 Page 3  wish to provide us with marked copies of each amended filing to expedite our review.  Direct
any questions regarding the above to the undersigned at (202) 551-3866.  Sincerely,    Jeffrey Gordon Staff Accountant

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                Writer’s
      direct phone

                (312)
      460-5962

                Writer’s
      e-mail

                mblount@seyfarth.com

                131
      South Dearborn Street

                Suite
      2400

                Chicago,
      Illinois 60603

                (312)
      460-5000

                fax
      (312) 460-7000

                www.seyfarth.com

    February
6, 2008

    VIA
EDGAR

    Securities
and Exchange Commission

    100 F
Street, N.E.

    Washington,
D.C. 20549

        Attn:   Pamela
A. Long

        Assistant
Director

        Division
of Corporation Finance

              Re:

              India
      Globalization Capital, Inc.

              Preliminary
      Proxy Statement on Schedule 14A

              File
      No. 1-32830

    Dear Ms.
Long:

    This
letter is intended to respond to the comments set forth in your letter dated
February 6, 2008 (the “Comment Letter”) with respect to the Amended Preliminary
Proxy Statement on Schedule 14A (the “Amended Proxy Statement”) filed by India
Globalization Capital, Inc. (the “Company”) on February 1, 2008.  As
suggested in the Comment Letter, if these responses are acceptable to the
Commission, we will incorporate the changes into the Company’s Definitive Proxy
Statement.  The numbered paragraphs below correspond to the numbered
comments in the Comment Letter.  Page references are to pages in the
Amended Proxy Statement.

    General

    1.           The
Company anticipates mailing the Definitive Proxy Statement to shareholders on or
before February 11, 2008. The Company acknowledges that if the Definitive Proxy
Statement is not mailed by February 11, 2008, it may be required to update the
financial statements in the Definitive Proxy Statement.

    Table
of Contents, page vi

    2.           We
will appropriately revise descriptions of the Annexes in the Table of Contents
and the references within the Definitive Proxy Statement to the
annexes.   With respect to certain of the Commission’s specific
comments on this point:

              ·

              The
      description of Annex F in the Table of Contents will read as
      follows:  “Annex F: Amendment to the Share Subscription
      Agreement Dated September 16, 2007, entered into on December 21, 2007 by
      and among India Globalization Capital, Inc., Techni Bharathi Limited and
      the persons named as Promoters
therein.”

              ·

              The
      description of Annex I in the Table of Contents will read as follows:
      “Annex I: Letter Agreement dated January 8, 2008 by and among India
      Globalization Capital, Inc., Odeon Limited, and Techni Bhararti Limited
      amending the Share Purchase Agreement dated September 21, 2007 by and
      among India Globalization Capital, Inc. and Odeon
      Limited”.  This is consistent with the Company’s description of
      the agreement elsewhere in the Proxy Statement. See, e.g., the following
      disclosure under the caption “Odeon Share Purchase Agreement” on page 67
      of the Amended Proxy Statement:  “On January 8, 2008, IGC
      entered into a letter agreement with TBL and Odeon (the “Odeon Amendment”)
      amending the Odeon Purchase
Agreement.”

              ·

              The
      references to the acquisition agreements being attached as annexes A-G is
      inadvertent and will be revised to refer to annexes
  A-I.

              ·

              The
      references to the CWEL agreements as being attached as annexes I and J is
      inadvertent and will be revised to refer to annexes J and
    K.

              ·

              The
      references to the stock plan as being attached as annex K is inadvertent
      and will be revised to refer to annex
L.

                  Writer’s
      direct phone

                  (312)
      460-5962

                  Writer’s
      e-mail

                  mblount@seyfarth.com

                    Securities
      and Exchange Commission

                    Attn:   Pamela
      A. Long

                    February
      6, 2008

                    Page
      2

    Q.
If I have conversion rights, how do I exercise them?, page 21

    3.           The
reference to $5.82 is inadvertent. We will revise the language in the Definitive
Proxy Statement to read as follows:  “Based on the amount of cash held
in the trust account as of September 30, 2007, including interest accrued as of
that date and net of estimated taxes, you will be entitled to convert each share
of common stock that you hold into approximately $5.89”.

    Comparable
Transactions, page 51

    4.           We
will add the following sentence to the end of the paragraph following the table
in the “Comparable Transactions” Section:  “The total amount of money
in escrow as on September 30, 2007 is $67,091,690.”.

    Closing

    The Company acknowledges
that:

    (a)  the Company is
responsible for the adequacy of the disclosure in the filings;

    (b)  staff comments or
changes to disclosure in response to staff comments do not foreclose the
Commission from taking any action with respect to the filings; and

    (c)  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.

    The Company appreciates the staff’s
comments with respect to the Proxy Statement.  If you have any
questions with respect to this letter, please contact the undersigned at (312)
460-5962.

    Very
truly yours,

    SEYFARTH
SHAW LLP

    /s/
Michael Blount

    Michael
E. Blount

              cc:

              Ram
      Mukunda

              Edward
      M. Kelly

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

       DIVISION OF
CORPORATION FINANCE

February 6, 2008

By facsimile to (312) 460-7000 and U.S. Mail

 Mr. Ram Mukunda President and Chief Executive Officer India Globalization Capital, Inc. 4336 Montgomery Avenue Bethesda, MD 20814  Re: India Globalization Capital, Inc.
Revised Preliminary Proxy Statement on Schedule 14A
 Filed February 1, 2008
File No. 1-32830
 Dear Mr. Mukunda:   We reviewed the filing and have the comments below.

General

1. As appropriate, consider applicable updating requirements for the financial statements.

Table of Contents, page vi

2. Please review your table of contents and other references throughout your document to the various annexes to ensure that all references are correct.  In this regard, we note the following:

• Annex F, formerly annex E, is the amendment to the TBL share subscription agreement and not a form of the TBL share subscription agreement.

• Annex I is the Odeon amendment and not the Odeon letter agreement.  Refer to
the disclosures on pages 60 and 67 and annexes F and I that are attached to the revised preliminary proxy statement.

Mr. Ram Mukunda
February 6, 2008 Page 2

• We assume the statement under “The Acquisition Agreements” on page 53 that the agreements, as amended, are attached as annexes A-G rather than as annexes A-I is inadvertent.  Please revise.

• We assume the statement under “Additional Investment Activity” on page 69 that the CWEL purchase agreement and the first amendment to the CWEL purchase agreement are attached as annexes I and J rather than as annexes J and K is inadvertent.  Please revise.

• We assume the statement under “Material Features of our Plan” on page 72 that the stock plan is attached as annex K rather than as annex L is inadvertent.  Please revise.
 Q. If I have conversion rights, how do I exercise them?, page 21

 3. Disclosure that a shareholder exercising his conversion rights will be entitled to convert each share of common stock that he holds into approximately $5.82 is inconsistent with disclosure in the notice to shareholders and elsewhere that the conversion amount per share is $5.89.  Please reconcile the disclosures.
 Comparable Transactions, page 51

 4. Refer to prior comment 8.  Also quantify in this subsection the amount of money in escrow.  We note the disclosure under “Public Peer Group” and “Discounted Cash flow.”
 Closing

  If IGC wishes to submit proposed responses to the comments in draft form as correspondence on the EDGAR system, we are prepared to review the proposed responses in draft form, with the understanding that IGC will inco rporate the responses after our review in the
definitive proxy statement.    Alternatively, file a revised preliminary proxy statement in response to the comments.  To expedite our review, you may wish to provide us three marked courtesy copies of the filing.  Include with the filing a cover letter tagged as correspondence that keys the responses to the comments and any supplemental information requested.  If you think that compliance with any of the comments is inappropriate, provide the basis in the letter.  We may have additional comments after review of the filing, the responses to the comments, and any supplemental information.

Mr. Ram Mukunda
February 6, 2008 Page 3
  We urge all persons responsible for the accuracy and adequacy of the disclosures in the filings reviewed by us to make certain that they have provided all information that investors require for an informed decision.  Since IGC and its management are in possession of all facts relating to the disclosures in the filings, they are responsible for the adequacy and accuracy of
the disclosures that they have made.
When responding to our comments, provide a written statement from IGC in which it
acknowledges that:
• IGC is responsible for the adequacy and accuracy of the disclosures in the filings.

• Our comments or changes to disclosures in response to our comments do not
foreclose the Commission from taking any action on the filings.

• IGC may not assert our comments as a defense in any proceedings initiated by the Commission or any person under the United States’ federal securities laws.
  The Commission’s Division of Enforcement has access to all information that IGC provides us in our review of the filings or in response to our comments on the filings.
 You may direct questions on accounting comment s Ernest M. Greene, Staff Accountant,
at (202) 551-3733 or Lisa A. Haynes, Staff A ccountant, at (202) 551-3424.  You may direct
questions on other comments and disclosure issues to Edward M. Kelly, Senior Counsel, at (202)
551-3728 or me at (202) 551-3765.

Very truly yours,

Pamela A. Long
                                                                Assistant Director

Mr. Ram Mukunda
February 6, 2008 Page 4
 cc: Michael E. Blount, Esq.  Stanley S. Jutkowitz, Esq.  Seyfarth Shaw LLP  131 South Dearborn Street, Suite 2400  Chicago, IL 60603

CORRESP
1
filename1.htm

    india-corresp1302008.htm

            Writer’s
              direct phone
              (312)
                460-5962

              Writer’s
                e-mail

              mblount@seyfarth.com

               131
                South Dearborn Street

              Suite
                2400

              Chicago,
                Illinois 60603

              (312)
                460-5000

              fax
                (312) 460-7000

              www.seyfarth.com

    February
      1, 2008

    VIA
      EDGAR

    Securities
      and Exchange Commission

    100
      F
      Street, N.E.

    Washington,
      D.C. 20549

        Attn:   Pamela
      A. Long

        Assistant
      Director

        Division
      of Corporation Finance

              Re:

              India
                Globalization Capital, Inc.

              Preliminary
                Proxy Statement on Schedule 14A

              File
                No. 1-32830

    Dear
      Ms.
      Long:

    India
      Globalization Capital, Inc. (the “Company”) has filed with the Commission an
      amended Preliminary Proxy Statement on Schedule 14A (the “Amended Proxy
      Statement”).  For your convenience, we are providing you with three
      paper copies of the Amended Proxy Statement, marked to show the changes made
      from the amended Preliminary Proxy Statement which was filed with the Commission
      on January 14, 2008.  The changes reflected in the Amended Proxy
      Statement are intended to respond to the comments set forth in your letter
      dated
      January 28, 2008 (the “Comment Letter”).  The changes made in response
      to the Comment Letter are discussed below.  The numbered paragraphs
      below correspond to the numbered comments in the Comment Letter.  Page
      references are to pages in the initial Preliminary Proxy Statement.

    General

    1.
      We have revised the Company’s interim financial statements where
      appropriate.

    Table
      of Contents, page vi

    2.
      We have appropriately revised descriptions of the Annexes in the Table of
      Contents.

    Satisfaction
      of 80% Test, page 8

                Securities
                  and Exchange Commission

                Attn:   Pamela
                  A. Long

                February
                  1, 2008

                Page
                  2

    3.
      We have revised the language as requested.

    Conditions
      to the Completion of the Acquisition, page 13

    4.
      We have deleted the twelfth and fifteenth bullet points setting forth the
      conditions to closing the CWEL transaction.

    Q.
      How are we paying for the Acquisition?, page 20; If we are unable to provide
      interim financing to Sricon and TBL, they may have difficulty meeting their
      projected revenue targets, page 27.

    5.
      We have updated the disclosure in this section to, among, other things, disclose
      additional funds advanced to Sricon and TBL.

    If
      we are unable to consummate the Acquisition Proposal by January 31, 2008, there
      is no guarantee that Odeon will extend the deadline, page 27

    6.
      We have deleted this risk factor as the extended deadline for the Odeon
      transaction falls beyond the Company’s deadline for consummating the Acquisition
      Proposal.

    Our
      Reasons for the Acquisition and Recommendation of Our Board, page 35; Due
      Diligence and Valuation, page 47

    7.
      We have deleted the references to CWEL in the cited bullet points on pages
      35
      and 48.

    Due
      Diligence and Valuation, page 47

    8.
      We have added language disclosing the escrow as of September 30,
      2007.

    Selected
      Historical Financial Information of Sricon Infrastructure Private Limited
      (Sricon), page 82

    9.
      We have revised the selected financial information to show interest income
      under
      Operating Income and made conforming changes to be consistent with the Company’s
      audited statements of operations.

    Results
      of Operations, page 9

    10.
      We have revised the MD&A discussion to disclose the facts and circumstances
      which resulted in a dispute and subsequent settlement with TBL’s
      lenders.

    Note
      (a), page 104

                  Securities
                    and Exchange Commission

                  Attn:   Pamela
                    A. Long

                  February
                    1, 2008

                  Page
                    3

    11.
      We have revised the pro forma financial statements to exclude the effects of
      the
      wind farm construction and have included advance payments made for the wind
      farm
      construction, but not projected payments, in the pro forma financial
      statements.

    Unaudited
      Pro Forma Condensed Financial Statement of Operations for the Six Months Ended
      September 30, 2007, page 106

    12.
      We have provided the reconciliation and disclosure requested with respected
      to
      the historical and diluted pro forma weighted average common shares outstanding
      and provided similar disclosure for the pro forma condensed statement of
      operations for the year ended March 31, 2007.

    Unaudited
      Consolidated Statement of Cash Flows, page F-5

    13.
      The interest earned on treasury bills is included in the investing section
      of
      the cash flows on the line entitled “Maturity of treasury bills”.

    Annexes

    14.
      We have refiled Annex E to include the TBL amendment in its entirety. Please
      note, however, that due to the addition of the Second Sricon Amendment as Annex
      C, this Annex has been redesignated Annex F. The Annex referenced here and
      those
      referenced in comments 15-19 were filed correctly with the clean version of
      the
      amended Preliminary Proxy Statement filed with the Commission on January 14,
      2008. When the red-lined version of the last amended Preliminary Proxy Statement
      was filed with the Commission on January 15, 2008, the Annexes were apparently
      inadvertently distorted.

    15.
      We have filed Annex F. Please note, however, that due to the addition of the
      Second Sricon Amendment as Annex C, this Annex has been redesignated Annex
      G.

    16.
      We have refiled Annex G to include the Odeon Purchase Agreement in its entirety.
      Please note, however, that due to the addition of the Second Sricon Amendment
      as
      Annex C, this Annex has been redesignated Annex H.

    17.
      We have refiled Annex H to include the CWEL contract in its entirety. Please
      note, however, that due to the addition of the Second Sricon Amendment as Annex
      C and the addition of the Odeon letter agreement as Annex I, this Annex has
      been
      redesignated Annex J.

    18.
      We have refiled Annex I to include the CWEL amendment in its entirety. Please
      note, however, that due to the addition of the Second Sricon Amendment as Annex
      C and the addition of the Odeon letter agreement as Annex I, this Annex has
      been
      redesignated Annex K.

    19.
      We have refiled Annex J to include the 2008 omnibus incentive plan in its
      entirety. Please note, however, that due to the addition of the Second Sricon
      Amendment as Annex C and the addition of the Odeon letter agreement as Annex
      I,
      this Annex has been redesignated Annex L.

                  Securities
                    and Exchange Commission

                  Attn:   Pamela
                    A. Long

                  February
                    1, 2008

                  Page
                    4

    Form
      of Proxy

    20.
      We have added language indicating that the form of proxy is
      preliminary.

    21.
      The inclusion of the proposal numbered 6 was inadvertent and we have deleted
      it.

    22.
      We have added discrete voting boxes for proposals three and four.

    Closing

    The
      Company acknowledges
      that:

    (a)  the
      Company is
      responsible for the adequacy of the disclosure in the filings;

    (b)  staff
      comments or
      changes to disclosure in response to staff comments do not foreclose the
      Commission from taking any action with respect to the filings; and

    (c)  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.

    The
      Company appreciates the staff’s
      comments with respect to the Proxy Statement.  If you have any
      questions with respect to this letter, please contact the undersigned at (312)
      460-5962.  As we discussed with Ed Kelly, in order to be able to mail
      a proxy in a timely fashion to shareholders to enable the Company to consummate
      a business combination prior to its deadline for dissolution, we would
      appreciate the efforts of the staff in providing final clearance of the Proxy
      Statement by Wednesday, February 6, 2008.

    Very
      truly yours,

    SEYFARTH
      SHAW LLP

    /s/
      Michael Blount

    Michael
      E. Blount

              cc:

              Ram
                Mukunda

              Edward
                M. Kelly

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

       DIVISION OF
CORPORATION FINANCE

January 28, 2008

By facsimile to (312) 460-7000 and U.S. Mail

 Mr. Ram Mukunda President and Chief Executive Officer India Globalization Capital, Inc. 4336 Montgomery Avenue Bethesda, MD 20814  Re: India Globalization Capital, Inc.
Revised Preliminary Proxy Statement on Schedule 14A
 Filed January 9, 14, and 15, 2008
File No. 1-32830
 Dear Mr. Mukunda:   We reviewed the filings and have the comments below.  Unless indicated otherwise, page
references below are to the marked version of the revised preliminary proxy statement that was filed on January 15, 2008.  General

 1. Where a comment issued in this letter requests additional disclosures or other revisions to be made to your annual financial statements, please also include corresponding revisions to your interim financial statements.
 Table of Contents, page vi

 2. Refer to prior comment 2.  Ensure that you describe accurately each annex’s content.  For example, annex E is the amendment to the share subscription agreement and not a form of the share subscription agreement.

Mr. Ram Mukunda
January 28, 2008 Page 2
 Satisfaction of 80% Test, page 8

 3. We note the response to prior comment 4 and assume that the second phrase in the second sentence “equity shares of Sricon acquired in the Sricon acquisition” should read “equity shares of TBL acquired in the TBL acquisition.”  Please revise.
 Conditions to the Completion of the Acquisition, page 13

 4. Based on the responses to prior comments 12 and 18 that the CWEL transaction will not be included as part of the transactions to be voted on by IGC’s stockholders, the purpose of the disclosures in the twelfth and fifteenth bullet points is unclear.  Please revise or advise.
 Q.  How are we paying for the Acquisition?, page 20; If we are unable to provide interim
financing to Sricon and TBL, they may have diffi culty meeting their projected revenue targets,
page 27
 5. We note the response to prior comment 10 and the disclosure that IGC is in the process of obtaining additional financing to provide bri dge financing to the two target companies
before completion of the acquisition.   As appropriate, continue to update the disclosure.  We note the disclosure in the current report on Form 8-K dated January 8, 2008 and filed January 16, 2008 that IGC advanced an additional $500,000 to Sricon.
 If we are unable to consummate the Acquisition Proposal by January 31, 2008, there is not
guarantee that Odeon will extend the deadline, page 27
 6. As appropriate, continue to update the disclosure.  We note the disclosure in the current report on Form 8-K dated January 8, 2008 and filed January 16, 2008 that the deadline of the closing of the Odeon acquisition has been extended to April 30, 2008.
 Our Reasons for the Acquisition and Recommendation of Our Board, page 35; Due diligence and
Valuation, page 47
 7. Refer to prior comment 15.  Since the CWEL transaction will not be included as part of the transactions to be voted on by IGC’s stockholders, the relevance of the references to the wind energy plant to be built by CWEL in the second bullet point statement on page 35 and the fourth and ninth bullet point statem ents on page 48 is unclear.  Please revise.

Mr. Ram Mukunda
January 28, 2008 Page 3
 Due diligence and Valuation, page 47

 8. Refer to prior comment 15.  Where you make comparisons of the valuations to the money in escrow, quantify the amount of money in escrow.
 Selected Historical Financial Information of Sricon Infrastructure Private Limited (Sricon), page
82
 9. We have read your response to prior comment 23.  Please also revise the statement of income information for Sricon on page 89 to remove interest and other income from your revenue line item for all periods presented.  Interest income and other income should be shown below operating income in your statements of income, similar to your presentation on page 82.  Please revise all financial information throughout the document to remove interest and other income from your revenue line item, as applicable.
 Results of Operations, page 98

10. We have read your response to prior comment 24.  Please revise your TBL MD&A
discussion of the results of operations to disclose the facts and circumstances which resulted in a dispute and subsequent settlement with TBL’s lenders.
 Note (a), page 104

 11. We have read your response to prior comment 27.  Pro forma financial statements should not include the effects of real estate properties (in this case the construction of the wind farm) for periods prior to construction since that type of adjustment would be a forecast or projection.  Please revise your pro forma financial statements to exclude the effects of the wind farm construction.  To the extent that you have made an advance payment for the construction of the wind farm, that may be included in your pro forma financial statements; projected payments, however, may not be included.  See
 Rule 11.01(a) of
Regulation S-X.

Unaudited Pro Forma Condensed Statement of Operations for the Six Months Ended September
30, 2007, page 106

12. We have read your response to prior comment 28.  Please reconcile in a footnote the historical weighted average common shares outstanding to the diluted pro forma weighted average common shares outstanding assuming maximum exercise of redemption rights.  Your reconciliation and accompanying disclosure should make this transparent to readers as well and discuss the number of shares included in and excluded from the pro forma EPS computations.  Please also disclose the above information for the

Mr. Ram Mukunda
January 28, 2008 Page 4
 unaudited pro forma condensed statement of operations for the year ended March 31, 2007.

Unaudited Condensed Statement of Cash Flows, page F-5

13. We have read your response to prior comment 33.  You indicate that the interest income earned on the trust increases the trust account and thus restricted amounts are included in investing activities and the related earnings are also included in investing activities.  Please disclose and tell us which line item in the investing activities section of the cash flow statement includes interest earned on treasury bills.
 Annexes

 14. Annex E does not contain a complete copy of the amendment to the share subscription agreement between IGC and TBL.  Refile annex E to include the amendment to the share subscription agreement between IGC and TBL in its entirety.  We note that the amendment was filed as exhibit 10.2 to the current report on Form 8-K dated December 19, 2007 and filed December 27, 2007.
 15. We are unable to locate annex F.  File annex F in its entirety.
 16. Two annexes captioned annex E and annex G were filed for the share purchase agreement between IGC and Odeon Limited.  Neither annex contains a complete copy of the agreement.  Further, based on the response to prior comment 2, the annex containing the share purchase agreement between IGC and Odeon Limited should be annex G.  Refile annex G to include the share purchase agreement between IGC and Odeon Limited in its entirety.
 17. Two annexes captioned annex F and annex H were filed for the contract agreement between IGC and CWEL.  Annex F does not contain a complete copy of the contract between IGC and CWEL.  Further, based on the response to prior comment 2, the annex containing the contract agreement between  IGC and CWEL should be annex H which
does contain a complete copy of the contract agreement.  To avoid potential confusion, refile annex H in its entirety.
 18. Two annexes captioned annex G and annex I were filed for the first amendment to the agreement between IGC and CWEL.  Annex G does not contain a complete copy of the first amendment to the agreement between IGC and CWEL.  Further, based on the response to prior comment 2, the annex containing the first amendment to the agreement between IGC and CWEL should be annex I which does contain a complete copy of the

Mr. Ram Mukunda
January 28, 2008 Page 5
 first amendment to the agreement between IGC and CWEL.  To avoid potential confusion, refile annex I in its entirety.
 19. Two annexes captioned annex H and annex J were filed for the 2008 omnibus incentive plan.  Annex H does not contain a complete copy of the 2008 omnibus incentive plan.  Further, based on the response to prior comment 2, the annex containing the 2008 omnibus incentive plan should be annex J which does contain a complete copy of the 2008 omnibus incentive plan.  To avoid potential confusion, refile annex J in its entirety.
 Form of  Proxy

 20. Refer to prior comment 37.  As requested previously, identify the form of proxy as preliminary as required by Rule 14a-6(e)(1) of Regulation 14A.  See
 also Rule 14a-4 of
Regulation 14A.
 21. We assume that inclusion of the proposal relating to a letter agreement under “6” is inadvertent.  Please revise.
 22. There appears to be only one set of voting boxes for proposals three and four.  Revise to include discrete voting boxes for proposals three and four.
 Closing

  File a revised preliminary proxy statement in response to the comments.  To expedite our review, you may wish to provide us three marked courtesy copies of the filing.  Include with the filing a cover letter tagged as correspondence that keys the responses to the comments and any supplemental information requested.  If you think that compliance with any of the comments is inappropriate, provide the basis in the letter.  We may have additional comments after review of the filing, the responses to the comments, and any supplemental information.   We urge all persons responsible for the accuracy and adequacy of the disclosures in the filings reviewed by us to make certain that they have provided all information that investors require for an informed decision.  Since IGC and its management are in possession of all facts relating to the disclosures in the filings, they are responsible for the adequacy and accuracy of
the disclosures that they have made.
When responding to our comments, provide a written statement from IGC in which it
acknowledges that:
• IGC is responsible for the adequacy and accuracy of the disclosures in the filings.

Mr. Ram Mukunda
January 28, 2008 Page 6
 • Our comments or changes to disclosures in response to our comments do not foreclose the Commission from taking any action on the filings.

• IGC may not assert our comments as a defense in any proceedings initiated by the Commission or any person under the United States’ federal securities laws.
  The Commission’s Division of Enforcement has access to all information that IGC provides us in our review of the filings or in response to our comments on the filings.
 You may direct questions on accounting comment s Ernest M. Greene, Staff Accountant,
at (202) 551-3733 or Lisa A. Haynes, Staff A ccountant, at (202) 551-3424.  You may direct
questions on other comments and disclosure issues to Edward M. Kelly, Senior Counsel, at (202)
551-3728 or me at (202) 551-3765.

Very truly yours,

Pamela A. Long
                                                                Assistant Director  cc: Michael E. Blount, Esq.  Stanley S. Jutkowitz, Esq.  Seyfarth Shaw LLP  131 South Dearborn Street, Suite 2400  Chicago, IL 60603

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    indiacorresp010808.htm

    January
      9, 2008

    VIA
      EDGAR

    Securities
      and Exchange Commission

    100
      F
      Street, N.E.

    Washington,
      D.C. 20549

        Attn:   Pamela
      A. Long

        Assistant
      Director

        Division
      of Corporation Finance

        Re:
India
      Globalization Capital,
      Inc.

            Preliminary
      Proxy
      Statement on Schedule 14A

            File
      No.
      1-32830

    Dear
      Ms.
      Long:

    India
      Globalization Capital, Inc. (the "Company") has filed with the Commission an
      amended Preliminary Proxy Statement on Schedule 14A (the "Amended Proxy
      Statement").  For your convenience, we are providing you with three
      paper copies of the Amended Proxy Statement, marked to show the changes made
      from the initial Preliminary Proxy Statement which was filed with the Commission
      on November 23, 2007.  The changes reflected in the Amended Proxy
      Statement are intended to respond to the comments set forth in your letter
      dated
      December 20, 2007 (the "Comment Letter").  The changes made in
      response to the Comment Letter are discussed below.  The numbered
      paragraphs below correspond to the numbered comments in the Comment
      Letter.  Page references are to pages in the initial Preliminary Proxy
      Statement.

    General

    1.
      We have revised the Company's interim financial statements where
      appropriate.

    Table
      of Contents, page vi

    2.
      We have added brief descriptions of Annexes A through H to the Table of
      Contents.

    Summary,
      page 1

    3.
      We have moved the summary section forward so that it now begins on page 2 of
      the
      Proxy Statement

    4.
      We have added disclosure to the Summary under the heading "Satisfaction of
      the
      80% Test" on page 8 to better explain why the business combination involves
      more
      than a single acquisition.

    5.
      We have added an explanation of why the Company did not obtain a fairness
      opinion. Also, as noted in the response to Comment No. 18, we have provided
      disclosure of the details of the Board of Directors' valuation process,
      including the methodology used by the Board in determining the
      valuation.

    Selected
      Summary Historical Financial Information, page 19

    6.
      We have revised the Company's summary balance sheets to include balance sheet
      data as at September 30, 2007.

    Sricon
      Infrastructure Private Limited - Selected Summary Statement of Income Data,
      page
      20

    7.
      We have moved interest and other income from the revenue line to lines below
      operating income in the Company's statement of income.

    Risk
      Factors, page 22

    8.
      We have deleted the language regarding risks not currently known to
      us.

    Because
      the Indian judiciary will determine the scope and enforcement under Indian
      law
      of almost all of Sricon, TBL and IGC-Power's material agreements, we may be
      unable to enforce our rights inside and outside of India, page
      24

    9.
      We have revised the risk factor to make it consistent with the disclosure in
      other places of the Proxy Statement that there is doubt as to the enforceability
      of judgments of U.S. courts in Indian courts and doubts as to whether the Indian
      courts would enforce in original actions judgments against Sricon and TBL or
      their directors, officers and experts.

    If
      we are unable to provide interim financing to Sricon and TBL, they may have
      difficulty meeting their projected revenue targets, page 26

    10.
      We have added disclosure quantifying the Company's interim financial
      expectations with respect to Sricon and TBL.

    Changes
      in the conversion rate between the U.S. dollar and Indian rupee may adversely
      affect our purchase price, page 26

    11.
      We have set forth on page 1 of the Proxy Statement the exchange rate between
      the
      U.S. dollar and the Indian rupee as of March 31, 2002, 2003, 2004, 2005, 2006
      and 2007. In addition, we have added language to the risk factor with respect
      to
      the range of conversion rates over the past 15 months.

    If
      we are unable to raise additional funds, we may not be able to pay the full
      purchase price to CWEL, page 26

    12.
      We have deleted the CWEL risk factor as the CWEL transaction will not be
      included as part of the transactions to be voted on by the Company's
      stockholders.

    Sricon,
      page 34

    13.
      Where appropriate, we have added explanations of the abbreviations and acronyms
      used in the Amended Proxy Statement.

    14.
      We have added additional language to explain the role of the various parties
      in
      negotiating, drafting and conducting due diligence in connection with the Sricon
      transaction. In addition, we have added disclosure to the due diligence and
      valuation section explaining the role of each of the participants in the due
      diligence and valuation process.

    Our
      Reasons for the Acquisition and Recommendation of Our Board, page
      36

    15.
      We have expanded on the bullet point factors presentation to better explain
      how
      the factors impacted on the Board of Directors' decision to approve and
      recommend the business combinations.

    Past
      Financial Performance, page 43

    16.
      We have deleted references to EBITDA.

    Sricon
      Share Subscription Cum Purchase Agreement, page 54; Share Subscription
      Agreement, page 59; Odeon Share Purchase Agreement, page 64; Contract Agreement
      Dated April 29, 2007 Between IGC, CWEL, AMTL and MAIL, page
      65

    17.
      We confirm that the Company understands that it is responsible for assuring
      that
      its disclosures are not misleading. The Company has considered the disclosures
      relating to representations and warranties, and has determined that no further
      disclosure is required.

    Conditions
      of Completion of the Sricon Acquisition, page 57

    18.
      The Company has added a detailed explanation of its Board of Directors'
      valuation, and the methodology used in determining its valuation, of the Sricon
      and TBL acquisitions. As a result of the Board's determination, the combined
      Sricon and TBL valuations are in excess of the 80% threshold amount.
      Consequently, the CWEL transaction need not be included in the 80% threshold
      valuation determination. Consequently, we have revised the disclosure to make
      it
      clear that the proposed business combinations that are subject to the 80%
      threshold and will be voted on by the stockholders are Sricon and TBL and not
      CWEL. The discussion of the CWEL transaction has been moved to page 67 under
      the
      caption "Additional Investment Activity." Because the CWEL transaction is deemed
      by the Company to be "probable" we have kept it in the pro forma financial
      statements.

    Employment
      Agreements, page 68 and Executive Compensation, page 112

    19.
      We confirm the Company's intent to file the employment agreements with the
      Commission as required by Item 601(b)(10) of Regulation S-B.

    Selected
      Historical Financial Information of India Globalization Capital (IGC), page
      73

    20.
      We have revised the Selected Historical Financial Information to indicate that
      the Company had no revenues for the periods presented and have re-labeled the
      amounts as interest income.

    Critical
      Accounting Policies, page 77

    21.
      We have expanded the discussion of the Company's critical accounting
      policies.

    22.
      We have expanded the discussion of the assumptions underlying the valuation
      of
      the warrants.

    Selected
      Historical Financial Information of Techni Bharathi Limited (TBL), page
      89

    23.
      We have revised the selected financial information to show interest income
      under
      Operating Income and made conforming changes to be consistent with the Company's
      audited statements of operations.

    Results
      of Operations, page 94

    24.
      We have revised the MD&A discussion to separately discuss Revenues and Other
      Income and to quantify the one time gain from the settlement with TBL's
      lenders.

    Expenses,
      page 95

    25.
      We have changed the "increase" to "decrease."

    Unaudited
      Pro Forma Condensed Financial Statement, page 96

    General

    26.
      The share subscription agreement relating to the purchase of 57% of the
      outstanding shares of MBL has expired. Consequently, that transaction is no
      longer deemed "probable" by the Company, and the discussion of that transaction
      has been amended to indicate that the Company no longer intends to proceed
      with
      the acquisition.

    Notes
      to the Unaudited Pro Forma Condensed Balance Sheet as of September 30, 2007,
      page 100

    Note
      (a), page 100

    27.
      The Company's intention is to show its investors the most likely yet
      conservative presentation of the pro forma statements. The Company intends
      to
      incorporate a company in India, IGC-Power, pursuant to appropriate name searches
      and pursuant to Indian law that mandates that Indian companies can sell power
      in
      India. IGC-Power would then acquire long-lived assets, rights to the use of
      long-lived assets, intellectual property, processes in the form of licenses,
      clearances, and procedures to produce and evacuate power. IGC-Power would also
      obtain the right to sell the power generated to either the government or to
      others. The Company believes that this is consistent with the guidance offered
      by EITF 98-3. The factors considered by the Company in determining that funding
      the construction of the wind energy farm represents the acquisition of business
      rather than asset acquisitions were:

                ·

                The
                  acquisition of a set of rights, specifically the right to produce
                  and
                  evacuate power, the right to develop and install wind turbines
                  and the
                  right to sell power to the government.  These rights include all
                  state governmental clearances, environmental clearances, clearances
                  from
                  the power authority for evacuation of the generated power among
                  others.

                ·

                The
                  acquisition of intellectual property, specifically, wind data collected
                  over several years specific to the site, showing that the site
                  is
                  financially viable for a wind energy farm and data showing that
                  the
                  electricity grid has the capacity to evacuate the power that is
                  generated.

                ·

                The
                  access to customers.  IGC-Power would gain immediate access to
                  pre sell carbon credits that the wind energy farm could potentially
                  generate over the next five to ten years.  It would also gain
                  access to customers that could potentially buy power.  The
                  agreement specifies that CWEL will deliver to the Company, as part
                  of the
                  entire package, a Power Purchase Agreement (PPA) with the state
                  government
                  giving the Company access to at least the government as a
                  customer.

    Finally
      the integrated set of activities that would be acquired would be
      self-sustaining, in that they would include everything that is necessary and
      sufficient to generate, evacuate and sell power.  As the Company would
      be purchasing a self-sustaining set of activities, or a business, goodwill
      is
      generated from the difference between the value of assets and the purchase
      price.  Further, consistent with Paragraph 9 of SFAS 141, as the
      Company would be obtaining assets that constitute a business it allocated
      goodwill to this purchase.  However, the above notwithstanding, with
      the current guidelines of EITF 98-3 and SFAS 141, as the processes and assets
      being purchased will not be operational on the date of purchase, we have changed
      the Pro Forma presentation to treat the acquisition as an asset purchase rather
      than a business purchase.  As such, $696,712 recorded as goodwill has
      been added to the assets being purchased and no goodwill has been recorded
      for
      the CWEL transaction.

    Unaudited
      Pro Forma Condensed Statement of Operations for the Six Months Ended September
      30, 2007, page 102

    28.
      We have disclosed the weighted average common shares outstanding for both the
      six months ended September 30, 2007, as well as for the year ended March 31,
      2007. In addition, we have added footnotes explaining these share
      amounts.

    Compensation
      for Executive Officers of Sricon, page 113

    29.
      We have changed the word "Sricon" in the second caption to "TBL."

    Where
      You Can Find Additional Information, page 119

    30.
      We have revised the language to remove the implication that the Company is
      not
      responsible for the information contained in the Amended Proxy
      Statement.

    IGC
      Unaudited Condensed Financial Statements

    General

    31.
      Following the acquisitions of Sricon and TBL, the Company intends to consider
      both entities as predecessor companies and will provide historical financial
      information for both.

    Condensed
      Statement of Stockholders' Equity, page F-4

    32.
      We have revised the "Condensed Statement of Stockholders' Equity" to include
      the
      date, number and type of equity securities issued, per share dollar amounts
      assigned to the consideration received, and the nature of the consideration
      received. We have revised the financial statements where
      applicable.

    Unaudited
      Condensed Statement of Cash Flows, page F-5

    33.
      The interest income earned on the investments held in trust, which is included
      in the net income line of the cash flow, has been removed as it relates to
      the
      restricted amounts in the trust account and those amounts are not deemed an
      operating cash flow to the Company. The Company would otherwise be shown to
      have
      significant cash provided by operating activities. The interest income earned
      on
      the trust increases the trust account and thus restricted trust amouints are
      included in investing activities and the related earnings are included therein
      as well.

    Note
      G - Commitments and Contingency, page F-9

    34.
      We have added disclosure to "Note G - Commitments and Contingency" on page
      F-9
      to explain that the accounting treatment is to include all shares issued to
      founders in the total share count in the Company's basis and diluted
      calculations. The piggy back registration rights applicable to shares of the
      founders have no cash penalty under the registration rights
      agreement.

    IGC
      Financial Statements - March 31, 2007

    Report
      of Independent Registered Public Accounting Firm, page F-13

    35.
      The Company has a signed auditor's report and we have so indicated in the
      Amended Proxy Statement.

    Note

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

       DIVISION OF
CORPORATION FINANCE

December 20, 2007

By facsimile to (312) 460-7000 and U.S. Mail

 Mr. Ram Mukunda President and Chief Executive Officer India Globalization Capital, Inc. 4336 Montgomery Avenue Bethesda, MD 20814  Re: India Globalization Capital, Inc.
Preliminary Proxy Statement on Schedule 14A
 Filed November 23, 2007  Annual Report on Form 10-KSB for the fiscal year ended March 31, 2007 and  Subsequent Exchange Act Reports
File No. 1-32830
 Dear Mr. Mukunda:   We reviewed the filings and have the comments below.   Where indicated, we think that you should revise the documents in response to the comments.  If you disagree, we will consider your explanation why a comment is inapplicable or a revision is unnecessary.  Be as detailed as necessary in your explanation.  To understand better your disclosure, we may ask you in some comments to provide us supplemental information.  We may raise additional comments after reviewing this information.   Our review’s purpose is to assist you in your compliance with applicable disclosure
requirements and to enhance the overall disclosure in your documents.  We look forward to working with you to achieve these objectives.  We welcome any questions that you may have about comments or any other aspect of our review.  You may call us at the telephone numbers listed at the end of this letter.

Mr. Ram Mukunda
December 20, 2007 Page 2
 General

 1. Where a comment issued in this letter requests additional disclosures or other revisions to be made to your annual financial statements, please also include corresponding revisions to your interim financial statements.
 Table of Contents, page vi

 2. For Annexes A through H, describe briefly each annex’s content.  For example, we note the disclosure on page 55 that annex A contains the Sricon subscription agreement.
 Summary, page 1

 3. A summary term sheet beginning on the first or second page of the disclosure document, which includes page number cross references to further discussion in the prospectus,  provided to stockholders is required by Item 1001 of Regulation M-A.  See
 Item 14(b)(1)
of Schedule 14A and instruction 2 to It em 1001 of Regulation M-A.  If India
Globalization Capital, Inc. or IGC intends for the summary section to serve as the summary term sheet, move it forward to begin on the first or second page of the disclosure document.
 4. Explain in the summary why the acquisition proposal includes more than one acquisition.  We note the disclosure on page 57 and elsewhere that since the fair market value of the Sricon shares will constitute less than 80% of the net assets of  IGC at the time of the Sricon acquisition, IGC must close on the balance of the acquisitions included in the acquisition proposal to satisfy the 80% net asset requirement of a special purpose acquisition corporation.
 5. Indicate that IGI did not obtain a fairne ss opinion for the acquisition proposal, and
explain why not.  We note the disclosure on page 47 that “Based on the extensive resources devoted to evaluating and conducting due diligence of all our acquisition candidates, we decided not to devote additional resources and engage an investment bank to render a fairness opinion.”

Selected Summary Historical Financial Information, page 19

6. Please revise your selected summary balance sheets to include balance sheet data as of
your interim period September 30, 2007.

Mr. Ram Mukunda
December 20, 2007 Page 3
 Sricon Infrastructure Private Limited - Selected Summary Statement of Income Data, page 20

 7. Please remove interest and other income from your revenue line item for all periods presented.  Interest income and other income should be shown below operating income in your statements of income.
 Risk Factors, page 22

 8. The first paragraph states that “Additional risks not currently known to us, or that we deem immaterial, may also harm us or affect your investment.”  Since IGC must disclose all risks that it believes are material, delete this language.
 Because the Indian judiciary will determine the scope and enforcement under Indian law of
almost all of Sricon, TBL and IGC-Power’s material agreements, we may be unable to enforce
our rights inside and outside of India, page 24
 9. Disclosure in the second paragraph that IGC expects to be able to enforce in India actions to enforce judgments of United States courts arising out of or based on ownership of the
securities of Sricon and TBL and also expects that the Indian courts would enforce in original actions judgments against Sricon and TBL or the promoters predicated solely on United States securities laws appears inconsistent with disclosure in the first paragraph and elsewhere, including page 18, that there is doubt about the enforceability in India of actions to enforce judgments of United States courts arising out of or based on ownership
of the securities of Sricon and TBL and also doubt whether the Indian courts would enforce in original actions judgments against Sricon and TBL or their directors, officers,
and experts named in the proxy statement.  Please reconcile the disclosures.

If we are unable to provide interim financing to Sricon and TBL, they may have difficulty
meeting their projected revenue targets, page 26

10. Disclosure states that IGC believes Sricon and TBL will require financing before completion of the acquisitions to maintain their operations at a level necessary to give them the opportunity to meet their financial projections for 2008 and 2009.  Quantify the known or estimated amount of financing that IGC believes Sricon and TBL will require.

Changes in the conversion rate between the U.S. dollar and Indian rupee may adversely affect
our purchase price, page 26

11. Disclosure states that the exchange rate between the Indian rupee and U.S. dollars has changed substantially in the last two decades and that any decline in value of the U.S. dollar against the Indian rupee will make the acquisition more expensive.  State the

Mr. Ram Mukunda
December 20, 2007 Page 4
 exchange rate as of the latest date practicable, and include appropriate historical data on the exchange rate to give investors a sense of the magnitude of this risk.
 If we are unable to raise additional funds, we may not be able to pay the full purchase price to
CWEL, page 26
 12. Disclosure states that IGC expects that it will need additional funds to pay the balance of the purchase price to CWEL.  State the amount of additional funds that IGC will need to pay the purchase price to CWEL.
 Sricon, page 34

 13. Generally, explain the meaning of an abbreviation or acronym when introduced in the document.  For example, refer to “ELP” in the fourth paragraph.
 14. In the fourth paragraph, indicate the capacity in which members of ELP and Societe Generale participated in the process of audit, drafting of definitive agreements, and legal due diligence.  Also indicate any officer position or board membership held by Messrs. Prins and Nathani and Dr. Krishna.   We note the disclosure in the first paragraph that Mr. Ram Mukunda is IGC’s chief executive officer.  Similarly, revise the disclosure under “TBL” on page 35.
 Our Reasons for the Acquisition and Recommendation of Our Board, page 36

 15. Rather than presenting merely a list of fact ors considered by IGC’s board of directors,
elaborate on each of the bullet points as necessary for stockholders to understand how each of the listed factors impacted the determin ation of IGC’s board of directors.  Also
expand the disclosure to include any negative factors considered by IGC’s board of directors in reaching its determination.

Past Financial Performance, page 43

16. On pages 43, 46, and elsewhere throughout the filing, you mention EBITDA margins and EBITDA.  If you intend to continue to disclose this non-GAAP financial measure in your filing, you should also include:

• A presentation, with equal or greater prominence, of the most directly comparable GAAP measure.
• reconciliation (by schedule or other clearly understandable method) of the differences between the non-GAAP measure and the most directly comparable GAAP measure.

Mr. Ram Mukunda
December 20, 2007 Page 5

• A statement disclosing the reasons why the presentation of the non-GAAP
financial measure provides useful information to investors.

• A statement disclosing how management uses the non-GAAP financial measure.

Otherwise, please delete this non-GAAP measure from your filing.  Please refer to Item 10(e)(1)(i) of Regulation S-K.
 Sricon Share Subscription Cum Purchase Agreement, page 54; Share Subscription Agreement,
page 59; Odeon Share Purchase Agreement, pa ge 64; Contract Agreement Dated April 29, 2007
Between IGC, CWEL, AMTL and MAIL, page 65
 17. Notwithstanding the disclaimers in the first full paragraph on page 55, the last paragraph on page 59, the second paragraph on page 64, and the fourth paragraph on page 65 relating to the representations and warranties contained in the agreements, IGC is responsible for considering whether additional specific disclosures in the proxy statement are required to put into context information about the representations and warranties contained in the agreements so that the information in the proxy statement is not misleading.  Please confirm your understanding.
 Conditions of Completion of the Sricon Acquisition, page 57

 18. You disclosed in the prospectus summary on page 1 of your S-1 (File No. 333-124942) that while you may seek to effect business combinations with more than one target business, your initial business acquisition must be with one or more operating
 businesses
whose fair market value, collectively, is at least equal to 80% of our net assets at the time of such acquisition.  We note from your disclosures on page 33 of this proxy statement that one of the acquisitions you are relying upon to achieve the 80% threshold is the acquisition of a wind energy farm to be built by an outside contractor, CWEL.  Your disclosures throughout the filing, including on page 10, indicate that the wind energy farm has not yet been built, is not operational, and is not expected to be operational until nine to 12 months after the consummation of the acquisition transaction.  Therefore, it appears that there is an inconsistency between the two filings because the S-1 indicated that you were required to acquire an operating business and the proxy indicates that one of the components of your acquisition does not yet seem to be operational.  Please explain this apparent inconsistency.
Employment Agreements, page 68 and Executive Compensation, page 112

 19. Disclosure states that IGC expect to enter into employment agreements whose terms have not been finalized with some employees, including it chief executive officer, Mr. Ram

Mr. Ram Mukunda
December 20, 2007 Page 6
 Mukunda, upon completion of the acquisitions.  Confirm that IGC will file the employment agreements with the Commission if required by Item 601(b)(10) of Regulation S-B.
 Selected Historical Financial Information Of India Globalization Capital (IGC), page 73

 20. Please revise the revenue line item to indicate that IGC had no revenues for the periods presented.  Please re-label this line item as interest income, and disclose that there were no revenues for all periods presented.
 Critical Accounting Policies, page 77

 21. Please expand your critical accounting policies for IGC to address:

• Types of assumptions underlying the most significant and subjective estimates.

• Any known trends, demands, commitments, events, or uncertainties that are reasonably likely to occur and materially affect the methodology or the assumptions described.

• If applicable, why different estimates that would have had a material impact on your financial presentation could have been used in the current period.

• If applicable, why the accounting estimate is reasonably likely to change from period to period with a material impact on the financial presentation.

• A quantitative discussion of changes in overall financial performance and, to the extent material, line items in the financial statements if you were to assume that the accounting estimate were changed, either by using reasonably possible near term changes in the most material assumption(s) underlying the accounting estimate or by using the reasonably possible range of the accounting estimate. If those changes could have a material effect on your liquidity or capital resources, then you also would have to explain that effect.

• A quantitative and qualitative discussion of any material changes made to the
accounting estimate in the past three years, the reasons for the changes, and the effect on line items in the financial statements and overall financial performance.

Mr. Ram Mukunda
December 20, 2007 Page 7
 Refer to SEC Release Nos. 33-8098 and 33-8040.  See
 section V of the Commission
Guidance Regarding Management’s Discussion and Analysis of Financial Condition and Results of Operations dated December 29, 2003.
 22. As a related matter, please give strong consideration towards revising your filing to disclose key estimates and assumptions inherent in the valuation of your warrants as a critical accounting estimate.
 Selected Historical Financial Information of  Techni Bharathi Limited (TBL), page 89

 23. Please remove interest and other income from your revenue line item for all periods presented.  Interest income and other income should be shown below operating income in your statements of income.  Please revise your selected financial information to be consistent with your audited statements of operations on page F-87.

Results of Operations, page 94

 24. Please revise your MD&A discussion of the results of TBL’s operations as follows:

• Discuss revenues separately from interest income and other income.

• Separately quantify the amounts related to the settlement with one of TBL’s
lenders and the sale of scrap metal, and disclose the facts and circumstances which resulted in these one time gains.

• Make corresponding revisions to your discussion of the fiscal years ended March
31, 2007, March 31, 2006, and March 31, 2005, beginning on page 95.

Expenses, page 95

25. We assume that the word “increase” in the fourth sentence is inadvertent and that the word should be “decrease.”  Please revise or advise.

Mr. Ram Mukunda
December 20, 2007 Page 8
 Unaudited Pro Forma Condensed Financial Statement, page 96

General

26. On pages 67 and F-10, you indicate that you entered into a share subscription agreement to purchase 57% of the outstanding shares of MBL Infrastructure Limited by November 30, 2007.  Since it appears that consummation of this acquisition is probable, please tell us how you determined that you did not meet the 20% significance threshold specified in Rule 3-05 (a) and (b) of Regulation S-X.  Please also tell us how you considered the provisions of Rule 11-01 in determining it was appropriate to exclude the MBL acquisition form your pro forma financial information beginning on page 96.
 Notes to the Unaudited Pro Forma Condensed Balance Sheet as of September 30, 2007, page 100

Note (a), page 100
 27. Please tell us the factors you considered in determining that the funding of the construction of the wind energy farm by CWEL represented the acquisition of business under generally accepted accounting principles based on the guidance in EITF 98-3.  Please also refer to paragraph 9 of SFAS 141.  Please tell us how you determined that it was appropriate to record goodwill of $696,712 related to this transaction.
 Unaudited Pro Forma Condensed Statement of Operations for the Six Months Ended September
30, 2007, page 102
 28. Please disclose the historical weighted average common share outstanding and the pro
forma weighted average shares outstanding for the six months ended September 30, 2007 used in the calc

CORRESP
1
filename1.htm

corresp

(312) 269-8962

mblount@seyfarth.com

July 19, 2005

Mr. Tom Kluck

Division of Corporation Finance

Securities and Exchange Commission

450 Fifth Street, N.W.

Washington, D.c. 20549

    Re:

    India Globalization Capital, Inc.

Amendment No. 2 to Registration Statement on Form S-1

Registration Statement No. 333-124942

Dear Tom:

     In connection with the initial public offering of the securities of India Globalization
Capital, Inc. (the “Company”), the Company has agreed to sell to Ferris Baker, Watts, Inc., for
$100, an option to purchase up to a total of 1,000,000 Units (the “UPO”). It has come to our
attention that in certain recent similar offerings, the Staff has asked some other registrants to
include disclosure in the notes to the financial statements regarding the fair value of the UPO on
the date of sale. Although the Company did not receive a comment to that effect from the Staff, it
felt that this disclosure would be helpful to investors, so we have included a revised Note C to
the financial statements to disclose the fair value of the UPO and the methodology utilized by the
Company to determine the fair value. There are no other substantive changes from Amendment No. 1.

     I have enclosed for your convenience, five marked copies of Amendment No. 2. If you have any
questions, please contact me at 312-269-8962.

    Very truly yours,

SEYFARTH SHAW LLP

    /s/ Michael E. Blount

    Michael E. Blount

MEB:tbm

CORRESP
1
filename1.htm

corresp

(312) 269-8962

mblount@seyfarth.com

September 23, 2005

VIA FACSIMILE (202) 772-9206

Mr. S. Thomas Kluck II

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Re:

    India Globalization Capital, Inc.

Registration Statement No. 333-124942

Dear Mr. Kluck:

     During our conversation with you and other members of the Staff on Wednesday of this week, we
discussed the Staff’s comments relating to the applicability of Regulation M to the warrant
purchase agreement between Mr. Mukunda and the representative of the underwriters as well as the
underwriters’ compensation arrangements, all as reflected in the above referenced Registration
Statement. At that time, you requested that we submit our responses to you in writing for your
review. The questions posed in the Staff’s comment letter and our responses are set forth below.
If, after reviewing our responses, you require any additional information, please do not hesitate
to contact me.

     1. Please address the applicability or inapplicability of Regulation M in the context of the
warrant repurchase agreements contained within your registration statement.

Mr. Mukunda has agreed that he or his designee will purchase up to $980,000 of warrants in the
public marketplace within the first 20 calendar days after separate trading of the warrants has
commenced. For the following reasons, we do not believe that Regulation M (17 CFR 242.100) of
the Securities Exchange Act of 1934, as amended, is applicable to the warrant purchase agreement
(the “WPA”) between Mr. Mukunda and Ferris, Baker Watts, Incorporated (“FBW”), the
representative of the underwriters in this offering.

(a) Derivative securities are not subject to the trading prohibition of Rule 101. In
Securities Exchange Act Release No. 38067, the adopting release for Regulation M, the Commission
stated, in part, that “bids for or purchases of options, warrants, rights, convertible

Mr. S. Thomas Kluck II

September 23, 2005

Page 2

securities, or equity-linked securities are not restricted during a distribution of the related
common stock because, while they derive their value from the security being distributed, they do
not by their terms affect the value of the security in distribution.” The Commission went on to
say that it “recognizes that derivative securities, even those that are out of the money, can be
used to manipulate the price of an underlying security through inducing arbitrage and other
transactions involving the underlying security. . . [but it] is the Commission’s intention,
however, to focus trading restrictions on those securities that present the greatest
manipulative potential.” The Commission pointed out that “any attempt to manipulate a security
in a distribution by transactions involving derivative securities will continue to be addressed
by the general anti-manipulation provisions, including Sections 9(a)(2) and 10(b) of, and Rule
10b-5 under, the Exchange Act.” While this is an initial public offering and the warrants
covered by the WPA are included as a component of the Units being offered, we believe that the
Commission’s rationale for excluding warrants from the prohibitions of Rule 101 of Regulation M
would appear to be equally applicable in this situation.

(b) The purchase of the warrants will not occur during the restricted period. Rule 101 of
Regulation M states that, “In connection with a distribution of securities, it shall be unlawful
for a distribution participant or an affiliated purchaser of such person, directly or
indirectly, to bid for, purchase, or attempt to induce any person to bid for or purchase, a
covered security during the applicable restricted period. . . .” Clearly, Mr. Mukunda is
purchasing the warrants in the aftermarket and not as part of a “distribution” (i.e., the
initial public offering). Additionally, the applicable “Restricted Period” means “for any
security with an ADTV (as defined in Regulation M) value of $100,000 or more of an issuer whose
common equity securities have a public float value of $25 million or more, the period beginning
on the later of next business day prior to the determination of the offering price or such time
that a person becomes a distribution participant, and ending upon such person’s completion of
participation in the distribution.” Upon consummating the IPO, the Company expects that it will
have a public float in excess of $25 million and an ADTV value of over $100,000. According to
the Division of Market Regulation, Staff Legal Bulletin No. 9, January 4, 2000, “[a] syndicate
member’s participation in the distribution is completed when all of the securities have been
distributed and after any stabilization arrangements and trading restrictions in connection with
the distribution have terminated. A later exercise of an overallotment option does not affect
the “termination” of the distribution, unless it is exercised for an amount exceeding the
syndicate short position at the time of exercise.” FBW will not exercise for an amount
exceeding the syndicate short position at the time of exercise. As a result, the “restricted
period” ends on the closing date of the IPO, and the distribution would be deemed terminated.
The WPA on the IPO Closing Date would still be executory and accordingly, we believe that
Regulation M would be inapplicable in the context of the WPA.

(c) The WPA is disclosed in the Prospectus and, therefore, post-distribution warrant purchases
consistent with the terms of the WPA cannot be deemed manipulative. The prospectus fully
discloses the material terms of the WPA, so purchasers of Units in the IPO, and indeed later
purchasers of Units, common stock or warrants, are on notice that the warrant purchases will
occur and when these will occur. Under these circumstances, the opportunity for

Mr. S. Thomas Kluck II

September 23, 2005

Page 3

manipulation to
take place in connection with the warrant purchases would appear to be non-existent. No
manipulative market activity can exist when the market is already on notice that the purchases
will occur and all purchasers in the offering were aware from the beginning that this was a
feature of the offering structure. The purposes of Regulation M would not be furthered by its
application to the warrant purchases under the WPA because the market will have already factored
that into the price for the securities being offered in the IPO and any subsequent trading of
those securities.

(d) The WPA does not constitute an attempt to induce the purchase of warrants in violation of
the anti-manipulative purposes of Regulation M. In our conversation on Wednesday, you indicated
to us that the execution of the WPA during the distribution of the Company’s IPO securities may
constitute an inducement or an attempt to induce the purchase of a covered security in violation
of the anti-manipulative purposes of Regulation M. We respectfully disagree with that
assessment. The purpose of warrant purchases by the principals or their respective designees in
the aftermarket has always been to allocate or share with shareholders the risk of not
completing a business combination, not to provide an opportunity for manipulation. Indeed, our
review of a selection of the registration statements of blank check companies that have been
declared effective in the last two to three years has shown that they all contained a warrant
purchase arrangement similar to the WPA. There are no features of the WPA which distinguish it
from the other warrant purchase arrangements that have been reviewed by the Staff and included
in prior offerings.

     2. Please discuss the applicability or inapplicability of Regulation M to the contingent
nature of the underwriter compensation arrangements. Please also discuss the applicability or
inapplicability of Regulation M to the underwriter’s agreement to act as an advisor for business
acquisitions by the issuer. Please address in your discussion when any applicable restricted
period would end.

FBW has agreed to deposit 1.0% of the gross proceeds attributable to the non-accountable expense
allowance ($0.06 per Unit) and 4.5% of the gross proceeds attributable to the underwriters’
discount ($0.27 per Unit) into the trust account until the earlier of the completion of a
business combination or the liquidation of the trust account (collectively, the “Deferred
Fees”). We do not believe that Regulation M is applicable in this instance. The Deferred Fee
arrangement helps not hinders investors. Without such arrangement, the underwriters would
simply collect all of their fees and expenses upon closing the IPO; now, they have agreed to
share the risk of not completing a business combination with the Company’s shareholders.
Further, in our call on Wednesday, the Staff had suggested that the distribution would not end
at the closing of the IPO; rather, by virtue of the deferral of payment of the Deferred Fees to
the underwriters, the distribution would continue. We do not believe this to be the case. The
Deferred Fees are distributed, but not distributed to, the underwriters at the closing of the
IPO. Instead, the Deferred Fees are held in the trust account for the benefit of the
underwriters until the consummation of a business combination. The Deferred Fees are only paid
to the underwriters in one instance – upon the consummation of a business combination. As a
result, the underwriters have no means to manipulate the marketplace to extract the Deferred
Fees prior

Mr. S. Thomas Kluck II

September 23, 2005

Page 4

to the consummation of a business combination. Accordingly, the distribution would
end on the date of the closing of the IPO.

Similarly, we do not believe Regulation M would be applicable to the advisory agreement between
FBW and the Company. It is not uncommon for underwriters to receive a right of first refusal in
an underwriting agreement for an IPO or secondary offering to raise capital in a future offering
for issuers or to act in an advisory capacity for a future business combination or financing.
Such arrangement would have no effect on the duration of the restricted period under Rule 101 of
Regulation M.

     For the reasons stated above, we do not believe that either the WPA or the underwriters’
compensation arrangements will pose the dangers of market manipulation that Regulation M seeks to
prevent. Should the Staff not agree with our position, we request that the Staff, pursuant to
delegated authority, grant an exemption from the relevant provisions of Regulation M to permit the
offering to proceed as currently structured.

    Very truly yours,

SEYFARTH SHAW LLP

     /s/ Michael E. Blount

    Michael E. Blount

MEB:tbm

    cc:

    John Reynolds

Mike Karney

Ram Mukunda

John Cherin

Stanley Jutkowitz

Jay Kaplowitz

Peter Bilfield

Arthur Marcus

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(312) 269-8962

mblount@seyfarth.com

November 2, 2005

VIA EDGAR

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Attn:

    John Reynolds

Assistant Director

Division of Corporation Finance

    Re:

    India Globalization Capital, Inc.

Amendment No. 5 to the Registration Statement on Form S-1

Registration Statement No. 333-124942

Dear Mr. Reynolds:

     India Globalization Capital, Inc. (the “Company”) has filed with the Commission an Amendment
No. 5 to the above referenced Registration Statement. For your convenience, we are providing you
with five paper copies of Amendment No. 5 marked to show the changes made from Amendment No. 4 to
the Registration Statement which was filed with the Commission on August 19, 2005. The changes
reflected in Amendment No. 5 are as follows:

     1. The Registration Statement has been revised to reflect the downsizing of the offering from
$120,000,000 to $60,000,000.

     2. Since the filing of Amendment No. 4, Raghu Ram, formerly Executive Vice President of the
Company, resigned and the Company repurchased his 125,000 shares of common stock. The prospectus
has been revised accordingly.

     3. The Company now proposes to list its securities on the American Stock Exchange. The
prospectus, including the risk factors section, has been revised to reflect that change.

     4. Since the filing of Amendment No. 4, Ranga Krishna has loaned the Company a total of
$50,000. The prospectus has been revised to disclose that loan.

     5. The risk factors have been updated.

Securities and Exchange Commission

Attn:  John Reynolds

November 2, 2005

Page 2

     6. The Warrant Purchase Agreement and the prospectus disclosure have been amended to
incorporate the comments of the Division of Market Regulation regarding Regulation M as reflected
in the no-action letter relating to Key Hospitality Acquisition Corporation.

     7. New audited financial statements as at September 30, 2005 have been included.

     If you have any questions with respect to this letter, please contact me at (312) 269-8962.

    Very truly yours,

SEYFARTH SHAW LLP

    /s/ Michael E. Blount

    Michael E. Blount

MEB:tbm

    cc:

    Thomas Kluck

Mike Karney

Maureen Bauer

Terence O’Brien

Ram Mukunda

John Cherin

Stanley Jutkowitz

Jay Kaplowitz

Kristen Angelino

CORRESP
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55 East Monroe Street

Suite 4200

Chicago, Illinois 60603

(312) 346-8000

Fax (312) 269-8869

www.seyfarth.com

Facsimile Transmission

Date: February 27, 2006

RECIPIENT            COMPANY            PHONE NO. FAX NO.
Tom Kluck Securities and Exchange 202-772-9206

Commission

FROM: Michael E. Blount
PHONE: (312) 269-8962
RE: India Globalization Capital, Inc. REPLY FAX NO.: (312) 269-8869
File No:___Number of Pages, Including Cover:___14___

Hard copy to follow            I—I Hard copy will not follow

<bbx> Per your request <bb> Please review and
revise if necessary

<BB> Please telephone me

MESSAGE:

Tom,

As we discussed, attached is a copy of the draft response letter as well as the proposed changes to
the prospectus for India Globalization Capital, Inc.

Mike Blount

THE INFORMATION CONTAINED IN THIS FACSIMILE IS CONFIDENTIAL AND MAY ALSO CONTAIN PRIVILEGED
ATTORNEY-CLIENT INFORMATION OR WORK PRODUCT. THE INFORMATION IS INTENDED ONLY FOR THE USE OF THE
INDIVIDUAL OR ENTITY TO WHOM IT IS ADDRESSED. IF YOU ARE NOT THE INTENDED RECIPIENT OR THE EMPLOYEE
OR AGENT RESPONSIBLE TO DELIVER IT TO THE INTENDED RECIPIENT, YOU ARE HEREBY NOTIFIED THAT ANY USE,
DISSEMINATION, DISTRIBUTION OR COPYING OF THIS COMMUNICATION IS STRICTLY PROHIBITED, IF YOU HAVE
RECEIVED THE FACSIMILE IN ERROR, PLEASE IMMEDIATELY NOTIFY US BY TELEPHONE, AND RETURN THE ORIGINAL
MESSAGE TO US AT THE ADDRESS ABOVE VIA THE U.S. POSTAL SERVICE. THANK YOU.

ANY TAX INFORMATION OR WRITTEN TAX ADVICE CONTAINED HEREIN (INCLUDING ANY ATTACHMENTS) IS NOT
INTENDED TO BE AND CANNOT BE USED BY ANY TAXPAYER FOR THE PURPOSE OF AVOIDING TAX PENALTIES THAT
MAY BE IMPOSED ON THE TAXPAYER. (THE FOREGOING LEGEND HAS BEEN AFFIXED PURSUANT TO U.S. TREASURY
REGULATIONS GOVERNING TAX PRACTICE.)

IF YOU DO NOT RECEIVE ALL THE PAGES, PLEASE PHONE (312) 346-8000 AS SOON AS POSSIBLE.

February 28, 2006

VIA EDGAR

Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549

Attn: John Reynolds

Assistant Director

Division of Corporation Finance

Re: India Globalization Capital, Inc.

Amendment No. 7 to Registration Statement on Form S-l

Registration Statement No. 333-124942

Dear Mr. Reynolds:

India Globalization Capital, Inc. (the “Company”) has filed with the Commission an Amendment No. 7
to the above referenced Registration Statement (the “Registration Statement”). For your
convenience, we are providing you with five paper copies of Amendment No. 7, marked to show the
changes made from Amendment No. 6 to the Registration Statement which was filed with the Commission
on February 14, 2006. The changes reflected in Amendment No. 7 are intended to respond to the
comments set forth in your letter dated February 24, 2006 (the “Comment Letter”). The supplemental
information and changes made in response to the Comment Letter are discussed below. The numbered
paragraphs below correspond to the numbered comments in the Comment Letter. In addition, certain
additional changes have been made as described below.

General

1. An internal analysis of the Indian market showed that the expected size of an Indian
IPO is around $90 million or more. Therefore a $120 million SPAC would be competing
against an Indian company’s possible access to the Indian stock market. The Company
decided that the space of companies with valuations of $90 million, or more, was too
limiting and competitive. Down sizing allows the Company to look at pre-IPO companies
for whom immediate access to Indian capital markets is uncertain. The Company concluded
that it would be best to look for companies that were at least two years away from
accessing the Indian stock market. As smaller companies lack access to the Indian stock
market, the Company concluded that valuations would be less and there would be more
companies

in the $50 million range. As a SPAC must acquire a company with at least 80% of its net
asset value, this led the Company to settle on a $60 million offering.

2. We have revised the prospectus to disclose that the Restricted Period under Regulation M
for this offering will have ended when (i) all of the units have been sold, (ii) there are no more
selling efforts, (iii) there is no more stabilization, and (iv) the overallotment option has been
exercised or has expired.

3. The Articles of Incorporation of the Company state, in Article Seventh, that
"[p]aragraphs A through E set forth below shall apply during the period commencing upon the initial
public offering of the Company’s securities (the “IPO”) and terminating upon the consummation of a
“Business Combination” (the “Restricted Period”) and shall not be amended during such period.”
Annotated Code of Maryland, Corporations and Associations (the “Code”) section 2-602(a)(l) states,
in pertinent part, that “[a] corporation may amend its charter from time to time, in any respect,
provided that: (1) [t]he amendment may contain only provisions which lawfully could be contained in
articles of incorporation at the time of the amendment.” Section 1-104 of the Code sets forth
permissible provisions that may be included in articles of incorporation. These provisions include
the following section: “(b)(l) [a]ny provision not inconsistent with the law that defines, limits,
or regulates the powers of the corporation, its directors and stockholders....”

In order for a Maryland corporation that has issued stock to amend its articles of incorporation,
section 2-604 of the Code requires that the board of directors set forth the proposed amendment and
declares it advisable and submit the proposed amendment to a vote of the stockholders. The
amendment, to become effective, must be approved by two thirds of all votes entitled to vote on the
matter.

Section 104 of the Code expressly authorizes a corporation to modify the percentage of stockholder
votes required for any corporate action on which the stockholders are required to vote.
Specifically, subsection (b)(4) states that “[a]ny provision that requires for any purpose the
concurrence of a greater proportion of the votes of all classes or of any class of stock than the
proportion required by this article for that purpose,” and (b)(5) states that “any provision that
requires for any purpose a lesser proportion of the votes of all classes or of any class of stock
than the proportion required by this article for that purpose, but this proportion may not be less
than a majority of all votes entitled to be cast on the matter.” While this section permits
provisions in the articles of incorporation that increase or decrease the percentage of
stockholders required to approve an amendment to the articles of incorporation, nothing in section
104 of the Code purports to authorize a provision in the articles of incorporation that eliminates,
temporarily or otherwise, the right of stockholders to approve amendments to the articles of
incorporation of a corporation.

We are not aware of any Maryland case law that addresses either the enforceability
under Maryland corporate law of a provision in the articles of incorporation that purports to
eliminate the ability of the directors and officers to propose such an amendment, temporarily or
permanently, or the validity of an amendment to the articles of incorporation made at a time during
which the articles purport to prohibit amendments to the articles of incorporation. Given the
absence of such case law, and the absence of any express statutory authority to eliminate the right
to amend the articles of incorporation, either temporarily or permanently, it is possible that a
Maryland court would uphold the

validity of an amendment to the articles of incorporation notwithstanding a prohibition in the
articles of incorporation on making such an amendment.

Notwithstanding the conclusion that the Company may have the legal authority under Maryland
corporate law to amend its Articles of Incorporation during the Restricted Period as defined
therein, the Company views the Business Combination procedures as stated in Article Seventh of its
Articles of Incorporation and as described in the prospectus as obligations to its investors that
the Company will not propose to amend. We have revised the prospectus to clarify the Company’s
position.

4. Based on the analysis set forth in response to Comment No. 3, set forth above, it is
possible that under Maryland corporate law the Company may have the legal authority to amend its
Articles of Incorporation during the Restricted Period to lower the 20% threshold set forth in
Article Seventh A of its Articles of Incorporation.

Notwithstanding the possibility that the Company may have that legal authority, the Company views
this 20% threshold stated in Article Seventh of its Articles of Incorporation and as described in
the prospectus as an obligation to its investors that the Company will not propose to lower through
an amendment to its Articles of Incorporation. We have revised the prospectus to clarify the
Company’s position.

Use of Proceeds, page 24

5. We have included a footnote to the “Held in trust” line item in the table indicating
that the table excludes the underwriter’s non-accountable expense allowance funds being placed into
the trust.

6. We have revised the disclosure relating to the loans from the founders to indicate that
the loan proceeds are being deposited into the trust account rather than being used for working
capital purposes.

Principal Stockholders, page S3

7. We have revised the disclosure relating to the shares owned by Parveen Mukunda, the wife
of Ram Mukunda, to indicate that those shares are beneficially owned by Ram Mukunda, and the shares
owned by Ram Mukunda are beneficially owned by Parveen Mukunda. Also, we have included these shares
in the shares held by the officers and directors as a group.

8. In addition to the above described changes, we have added disclosure requested by the
American Stock Exchange relating to the Company’s adoption of a code of conduct and ethics and
establishment of an Audit Committee, as well as the Company’s intent that prior to establishing a
nominating committee a majority of independent directors shall select, or recommend to the full
Board for selection, all nominees to the Board.

9. We have filed certain exhibits consistent with the changes described above.

The Company appreciates the staffs comments on Amendment No. 6 to the Registration Statement. If
you have any questions with respect to this letter, please contact the undersigned at (312)
269-8962.

Very truly yours,
Seyfarth Shaw LLP
/s/Michael E. Blount
Michael E. Blount

MEB:tbm

cc: ToraKluck

Mike Karney
Maureen Bauer
Terence O’Brien
Ram Mukunda
John Cherin
Stanley Jutkowitz
Jay Kaplowitz
Arthur Marcus

Kristin Angelino

RIDER 10-1

We may be able to extend the time frame for consummating a business combination thus
extending the timing of a potential liquidation, or reduce the percentage of stockholders electing
their conversion rights, either or both of which would prevent us from consummating a business
combination.

Our Articles of Incorporation contain provisions requiring us to liquidate if we do not consummate
a business combination with one or more operating businesses with its or their primary operations
in India having collectively, a fair market value of at least 80% of our net assets at the time of
such acquisition within the required time frame and provisions that we will only consummate a
business combination if fewer than 20% of the public stockholders exercise their conversion rights.
The Articles further provide that these provisions cannot be amended until the consummation of a
business combination. As there is no express authority in Maryland statutes or case law that
permits an absolute prohibition against amendments of the Articles, the provisions purporting to
prohibit amendments may not be enforceable under Maryland law. However, we view the provisions
prohibiting amendments as an obligation running from us to our stockholders and do not intend to
seek to amend these provisions.

RIPER 48-1

Committee of the Board of Directors

Our Board of Directors has established an Audit Committee currently composed of two (2) independent
directors, which reports to the Board of Directors. Messrs. Krishna and Shenoy, each of whom is an
independent director under the American Stock Exchange’s listing standards, serve as members of our
Audit Committee. In addition, our Board of Directors has determined that Mr. Shenoy is an “audit
committee financial expert” as that term is defined under Item 401 of Regulation S-K of the
Securities Exchange Act of 1934, as amended. The Audit Committee is responsible for meeting with
our independent accountants regarding, among other issues, audits and adequacy of our accounting
and control systems. We intend to locate and appoint at least one additional independent director
to our audit committee within one year after the completion of the offering to increase the size of
the Audit Committee to three (3) members.

In addition, the Audit Committee will monitor compliance on a quarterly basis with the
terms of this offering. If any noncompliance is identified, then the Audit Committee is charged
with the responsibility to take immediately all action necessary to rectify such noncompliance or
otherwise cause compliance with the terms of this offering.

Financial Experts on Audit Committee

The audit committee will at all times be composed exclusively of “independent directors” who
are “financially literate” as defined under the American Stock Exchange listing standards. The
American Stock Exchange listing standards define “financially literate” as being able to read and
understand fundamental financial statements, including a company’s balance sheet, income statement
and cash flow statement.

In addition, we must certify to the American Stock Exchange that the committee has, and will
continue to have, at least one member who has past employment experience in finance or accounting,
requisite professional certification in accounting, or other comparable experience or background
that results in the individual’s financial sophistication. The board of directors has determined
that Mr. Shenoy satisfies the American Stock Exchange’s definition of financial sophistication and
also qualifies as an “audit committee financial expert,” as defined under rules and regulations of
the Securities and Exchange Commission.

Nomination to Board

Prior to the formation of a nominating committee, a majority of independent directors shall
select, or recommend to the full Board for selection, all nominees to the Board.

Code of conduct and ethics

We have adopted a code of conduct and ethics applicable to our directors, officers and
employees in accordance with applicable federal securities laws and the rules of the American
Stock Exchange.

RIDER 61-1

The Restricted Period under Regulation M for this offering will have ended when (i) all of the
units have been sold, (ii) there are no more selling efforts, (iii) there is no more stabilization,
and (iv) the overallotment option has been exercised or has expired.

USE OF PROCEEDS

We estimate that the net proceeds of this offering will be set forth in the following table:

(1) Excludes the payment of $l 00 from Forrls, Baker Warts, inc, for its purchase
option, proceeds from the sale of units under the purchase option and proceeds
from the excersices

of any warrants.

(2) A portion of the offering expenses have been paid from the funds we received from
Mr. Mukunda as described below, These funds will be repaid out of the proceeds of
this

offering not being placed in trust upon consummation of this offering.

(3) Ferris, Baker Walts, Inc. has agreed to deposit the non-accountable expense
allowance (SO. 18 per Unit) into the trust account until the earlier of the
completion of a business combination or the liquidation of the trust account. They
have further agreed to Forfeit

CORRESP
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Two Seaport Lane
Suite 300
Boston, MA 02210-2028
(617) 946-4800
Fax (617) 946-4801
www.seyfarth.com

Facsimile Transmission
Date: March 1,2006
RECIPIENT            COMPANY            PHONE NO.FAX NO.
S. Thomas Kluck II Division of Corporation (202)551-3233 (202)772-9206
Finance
Mike Karney Division of Corporation (202) 551-3847 (202 )772-9206
Finance

FROM: Mark A. Katzoff
PHONE: (617)946-4887
RE: India Globalization Capital REPLY FAX NO.; (617) 946-4801
File No. 333-124942

File No: 88905-000001 Number of Pages, Including Cover: 16

I—I Hard copy to follow            IXl Hard copy will not follow
I—I Per your request            I—i Please review and revise if necessary

I—I Please telephone me

MESSAGE:

Per our call today, attached are additional changed pages to the S-l for India Globalization
Capital reflecting your comments and some other minor revisions. When you have reviewed them,
please give either me or Stan Jutkowitz a call. Thank you.

THE INFORMATION CONTAINED IN THIS FACSIMILE IS CONFIDENTIAL AND MAY ALSO CONTAIN PRIVILEGED
ATTORNEY-CLIENT INFORMATION OR WORK PRODUCT. THE INFORMATION IS INTENDED ONLY FOR THE USE OF THE
INDIVIDUAL OR ENTITY TO WHOM IT IS ADDRESSED, IF YOU ARE NOT THE INTENDED RECIPIENT OR THE EMPLOYEE
OR AGENT RESPONSIBLE TO DELIVER IT TO THE INTENDED RECIPIENT, YOU ARE HEREBY NOTIFIED THAT ANY USE,
DISSEMINATION, DISTRIBUTION OR COPYING OF THIS COMMUNICATION IS STRICTLY PROHIBITED, IF YOU HAVE
RECEIVED THE FACSIMILE IN ERROR, PLEASE IMMEDIATELY NOTIFY US BY TELEPHONE, AND RETURN THE ORIGINAL
MESSAGE TO US AT THE ADDRESS ABOVE VIA THE U.S. POSTAL SERVICE. THANK YOU.

ANY TAX INFORMATION OR WRITTEN TAX ADVICE CONTAINED HEREIN (INCLUDING ANY ATTACHMENTS) IS NOT
INTENDED TO BE AND CANNOT BE USED BY ANY TAXPAYER FOR THE PURPOSE OF AVOIDING TAX PENALTIES THAT
MAY BE IMPOSED ON THE TAXPAYER. (THE FOREGOING LEGEND HAS BEEN AFFIXED PURSUANT TO U.S. TREASURY
REGULATIONS GOVERNING TAX PRACTICE.)

IF YOU DO NOT RECEIVE ALL THE PAGES, PLEASE PHONE (617) 946-4800 AS SOON AS POSSIBLE.

The information in this prospectus is not complete and may be changed. We may not sell these
securities until the registration statement filed with the Securities and Exchange Commission is
effective. This prospectus is not an offer to sell these securities and it is not soliciting an
offer to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATEDJ MARCH , 2006

PRELIMINARY PROSPECTUS

$58,980,000

India Globalization Capital, Inc.

9,830,000 Units

India Globalization Capital, Inc. is a blank check company recently formed for the
purpose of acquiring, through a merger,

capital stock exchange, asset acquisition or other similar business combination, one or more
operating businesses with primary

operations in India.

This is an initial public offering of our securities. Each unit that we are offering consists
of:

· one share of our common stock; and

· two warrants.

The units are being offered at a price of $6.00 per unit.

Each warrant entitles the holder to purchase one share of pur common stock at a price of
$5.00. Each warrant will become

exercisable on the later of our completion of a business combination or , 2007 [one year from
the date of this

prospectus], and will expire on , 2011 [five years from the date of this prospectus], or
earlier upon redemption.

We have granted the underwriters a 45-day option to purchase up to 1,474,500 additional units
solely to cover over-

allotments, if any (over and above the 9,830,000 units referred to above). The over-allotment
will be used only to cover the net

syndicate short position resulting from the initial distribution. We have also agreed to sell
to Ferris, Baker Watts, Inc., the

representative of the underwriters, for $100, an option to purchase up to a total of 500,000
units at $7.50 per unit (125% of the

price of the units sold in the offering). The units issuable upon exercise of this option are
identical to those offered by this

prospectus, except that each of the warrants underlying such units entitles the holder to
purchase one share of our common stock

at a price of $6.25 (125% of the exercise price of the warrants included in the units said in
the offering). The purchase option and

its underlying securities have been registered under the registration statement of which this
prospectus forms a part,

Our officers and directors have agreed to purchase un aggregate of 170,000 units at a price of
$6.00 per unit ($1,020,000 in

the aggregate) in a private placemen! that will occur immediately prior to this offering. Such
units will be identical to the units in

this offering. These individuals will not have any right to any liquidation distributions with
respect to the shares included in such

private placement units in the event we fail to consummate a business combination. The shares
comprising such units may not be

sold, assigned or transferred until we consummate a business combination. Such individuals
have further agreed to waive their

right to any liquidation distributions with respect to such shares in the event we fail to
consummate a business combination.

There is presently no public market for our units, common stock or warrants. We have applied
to have our units listed on the

American Stock Exchange under the symbol IGC.U, subject to official notice of feting. Once the
securities comprising the units

begin separate trading, the common stock and warrants will also be listed On the American
Stock Exchange under the symbols

IGC and IGC.WS, respectively. We cannot assure you, however, that any of such securities will
be or continue to be listed on the

American Stock Exchange, In the event that the securities are not listed on the American Stock
Exchange, we anticipate that

the units will be quoted on the OTC Bulletin Board but we cannot assure you that our
securities will be so quoted or, if quoted,

will continue to be quoted.

Investing in our securities involves a high degree of risk. See “Risk Factors” beginning
on page 10 of this prospectus for a

discussion of information that should be considered in connection with an investment in our
securities.

Neither the Securities and Exchange Commission nor any state securities commission has
approved or disapproved of

these securities or determined if this prospectus is truthful or complete. Any representation
to the contrary is a criminal offense.

Underwriting

Public Offering            Discount and            Proceeds, Before

Price Commission(l) Expenses, to Us

Per unit $6.00 $.48 $5.52

Total .. $58,980,000 $4,758,400 $54,261,600
‘

0) Includes a non-accountable expense allowance in the amount of 3% of the gross
proceeds, or $.!& per unit (Si,769,400 in total),

payable to Ferris, Baker Watts, Inc., the representative of the underwriters. Ferris, Baker
Watts, Inc. has agreed to deposit 3% of

the gross proceeds attributable to the non-accountable expense allowance {$,18 per Unit) into
the trust account until the earlier of

the completion of a business combination or the liquidation of the trust account. They have
further agreed to forfeit any rights to or

claims against such proceeds unless we successfully complete a business combination.

Of the proceeds of this offering, $57,210,600 (approximately $5.82 per unit) will be
deposited into a trust account at United

Bank Inc. maintained by Continental Stock Transfer & Trust Company acting as trustee. This
amount includes up to Si,769,400

(SO. 18 per unit) which win be paid to the underwriters if a business combination is
consummated, but which will be forfeited by

the underwriters if a business combination is not consummated. This amount also includes the
net proceeds from the 170,000

units being purchased in a private placement immediately prior to this offering by our
officers and directors or their nominees,

which they have agreed to forfeit if a business combination is not consummated. This amount
also includes loans from our

___founders in the aggregate amount of $870,000 which will be repaid from the interest accrued
on the amount in escrow, but will

not be repaid from the principal in escrow. As a result, our public stockholders will
receive $5.82 per unit (97% of the initial

purchase price of the units) (plus residual interest earned but net of $i ,855,000
($2,150,000 if the over-allotment option is

exercised in full) in working capital and taxes payable) in the event of a
liquidation of our company prior to consummation of a

business combination.

We arc offering the units for sale on a firm-commitment basis, Ferris, Baker Watts, Inc.,
acting as representative of the

underwriters, expects to deliver our securities to investors in the offering on or about
        , 2006.

Ferris, Baker Watts Ladenburg Thalmann & Co. Inc.

Incorporated

FirstAlbanFCapital Merriman Curhan Ford & Co.

SQCIETE GENERALE
—
The date of this Prospectus is, 2006

Summary Financial Data

The following table summarizes the relevant financial data for our business and should be read
in conjunction with our financial statements, and the related notes and schedules thereto, which
are included in this prospectus. To date, our efforts have been limited to organizational
activities so only balance sheet data is presented.

December 31, 2005
—
Actual            As Adjusted(l)
——  —
Balance Sheet Data:

Working capital (deficiency) ..................................... $(762,218) $ 54,460,68]
Total assets ..................................................... 762,463 55,441,200^
Total liabilities ................................................ 767,982 98Q,5L9_
Value of common stock that may be converted to cash3 ..  —  i 1,274,360^
Stockholders’ equity (deficiency) ................................ $(5,519) 43,1.8e,321_

(1) Excludes the $100 purchase price of the purchase option payable by Ferris, Baker Watts, Inc.

(2) jl the business combination is approved and completed, public stockholders who
voted against the

combination will be entitled to redeem their stock for approximately $5.82 per share, which
amount represents approximately $5.64 per share representing the net proceeds of the offering
and the private placement deposited in the trust account and the proceeds of $870.000 made by
the founders and an additional $105,000 in deferred expenses from vendors which free being
deposited in the trust account, and $0.18 per share representing the underwriters’
non-accountable expense allowance which the underwriters nave agreed to deposit into the trust
account and to forfeit to pay redeeming stockholders, without taking into account interest
earned on the trust account.

The working capital excludes $756,699 of costs related to this offering and the private
placement which were paid or accrued prior to December 31, 2005, These deferred offering costs
have been recorded as a long-term asset and are reclassified against stockholders’ equity in the
“as adjusted” column.

The “as adjusted” information gives effect to the sale of the units in this offering and
the private placement, including the application of the estimated gross proceeds and the
payment of the estimated remaining costs from such sale.

The working capital (as adjusted) and total assets (as adjusted) amounts will be available to
us only upon the consummation of a business combination within the time period described in this
prospectus. If a business combination is not so consummated, we will be dissolved and the proceeds
held in the trust account will be distributed solely to our public stockholders.

We will not proceed with a business combination if public stockholders owning 20% or more of
the shares sold in this offering and the private placement vote against the business combination
and then subsequently exercise their conversion rights. Accordingly, if public shareholders owning
a majority of the shares sold in this offering approve a business combination, we may effect that
business combination even if public stockholders owning up to approximately 19.99% of the shares
sold in this offering and the private placement exercise their conversion rights. If this occurs,
we would be required to convert to cash up to approximately 19.99% of the 10,000,000 shares of
common stock sold in this offering and the private placement, or 1,999,000 shares of common stock,
at an initial per-share conversion price of approximately $5.82, without taking into account
interest earned on the trust account. The actual per-share conversion price will be equal to the
amount deposited in the trust account, including all accrued interest, through the record date for
the determination of stockholders entitled to vote on the proposed business combination.

Table of Contents

RISK FACTORS

An investment in our securities involves a high degree of risk. You should consider carefully
all of the material risks described below, together with the other information contained In this
prospectus, before making a decision to invest in our securities. If any of the following risks
occur, our business and financial conditions may be materially adversely affected. In that event,
the trading price of our securities could decline, and you could lose all or part of your
investment. Additional risks not currently known to its, or that we deem immaterial, may also harm
us or affect your investment. We make various statements in this section which constitute
“forward-looking statements”. See “Forward-Looking Statements.”

Risks associated with our business

We are a development stage company with no operating history and, accordingly, you will have no
basis upon which to evaluate our ability to achieve our business objective.

We are a recently incorporated development stage company with no operating results 10 date.
Therefore, our ability to begin operations is dependent upon obtaining financing through the
public offering of our securities. Because we do not have an operating history, you will have no
basis upon which to evaluate our ability to achieve our business objective, which is to acquire
one or more operating businesses with primary operations in India. We have not conducted any
discussions and we have no plans, arrangements or understandings with any prospective acquisition
candidates. We will not generate any revenues (other than interest income on the proceeds of this
offering) until, at the earliest, after the consummation of a business combination. We cannot
assure you as to when or if a business combination will occur.

We may not be able to consummate a business combination within the required time frame, in
which case, we would be forced to liquidate.

We must complete a business combination with a fair market value of at least 80% of our net
assels (excluding any fees and expenses held in the trust account for the benefit of Ferris, Baker
Watts, Inc.) at the time of acquisition within 18 months after the consummation of this offering
(or within 24 months after the consummation of this offering if a letter of intent, agreement in
principle or a definitive agreement has been executed within 18 months after the consummation of
this offering and the business combination relating thereto has not yet been consummated within
such 18-month period). If we fail to consummate a business combination within the required time
frame, we will be forced to liquidate our assets. We may not be able to find suitable target
businesses within She required time frame. In addition, our negotiating position and our ability
to conduct adequate due diligence on any potential target may be reduced as we approach the
deadline for the consummation of a business combination. We do not have any specific merger,
capital stock exchange, asset acquisition or other similar business combination under
consideration and have not had any discussions, formal or otherwise, with respect to such a
transaction.

<R>

We may be able to extend

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(617) 946-4887

mkatzoff@seyfarth.com

March 2, 2006

VIA EDGAR

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Attn:

    John Reynolds

    Assistant Director

Division of Corporation Finance

    Re:

    India Globalization Capital, Inc.

Amendment No. 7 to Registration Statement on Form S-1

Registration Statement No. 333-124942

Dear Mr. Reynolds:

     India Globalization Capital, Inc. (the “Company”) has filed with the Commission an Amendment
No. 7 to the above referenced Registration Statement (the “Registration Statement”). For your
convenience, we are providing you with five paper copies of Amendment No. 7, marked to show the
changes made from Amendment No. 6 to the Registration Statement which was filed with the Commission
on February 14, 2006. The changes reflected in Amendment No. 7 are intended to respond to the
comments set forth in your letter dated February 24, 2006 (the “Comment Letter”) and our subsequent
telephone conversations with Tom Kluck and Mike Karney. The supplemental information and changes
made in response to the Comment Letter are discussed below. The numbered paragraphs below
correspond to the numbered comments in the Comment Letter. In addition, certain additional changes
have been made as described below. An earlier version of this letter was sent to Tom Kluck along
with some of the interim changes to the Registration Statement for his review prior to the filing
of Amendment No. 7.

     General

     1. An internal analysis of the Indian market showed that the expected size of an Indian IPO
is around $90 million or more. Therefore a $120 million SPAC would be competing against an Indian
company’s possible access to the Indian stock market. The Company decided that the

Securities and Exchange Commission

Attn: John Reynolds

March 2 2006

Page 2

space of companies with valuations of $90 million, or more, was too limiting and competitive.
Down sizing allows the Company to look at pre-IPO companies for whom immediate access to Indian
capital markets is uncertain. The Company concluded that it would be best to look for companies
that were at least two years away from accessing the Indian stock market. As smaller companies
lack access to the Indian stock market, the Company concluded that valuations would be less and
there would be more companies in the $50 million range. As a SPAC must acquire a company with at
least 80% of its net asset value, this led the Company to settle on a $60 million offering. At the
request of Tom Kluck and Mike Karney, we have added language to page 35 of the prospectus to
incorporate a portion of the above discussion.

     2. We have revised the prospectus on page 64 to disclose that the Restricted Period under
Regulation M for this offering will have ended when (i) all of the units have been sold, (ii) there
are no more selling efforts, (iii) there is no more stabilization, and (iv) the over-allotment
option has been exercised or has expired.

     3. The Articles of Incorporation of the Company state, in Article Seventh, that
"[p]aragraphs A through E set forth below shall apply during the period commencing upon the initial
public offering of the Company’s securities (the “IPO”) and terminating upon the consummation of a
“Business Combination” (the “Restricted Period”) and shall not be amended during such period.”
Annotated Code of Maryland, Corporations and Associations (the “Code”) section 2-602(a)(1) states,
in pertinent part, that “[a] corporation may amend its charter from time to time, in any respect,
provided that: (1) [t]he amendment may contain only provisions which lawfully could be contained
in articles of incorporation at the time of the amendment.” Section 1-104 of the Code sets forth
permissible provisions that may be included in articles of incorporation. These provisions include
the following section: “(b)(1) [a]ny provision not inconsistent with the law that defines, limits,
or regulates the powers of the corporation, its directors and stockholders. . . .”

     In order for a Maryland corporation that has issued stock to amend its articles of
incorporation, section 2-604 of the Code requires that the board of directors set forth the
proposed amendment and declares it advisable and submit the proposed amendment to a vote of the
stockholders. The amendment, to become effective, must be approved by two thirds of all votes
entitled to vote on the matter.

     Section 104 of the Code expressly authorizes a corporation to modify the percentage of
stockholder votes required for any corporate action on which the stockholders are required to vote.
Specifically, subsection (b)(4) states that “[a]ny provision that requires for any purpose the
concurrence of a greater proportion of the votes of all classes or of any class of stock than the
proportion required by this article for that purpose,” and (b)(5) states that “any provision that
requires for any purpose a lesser proportion of the votes of all classes or of any class of stock
than the proportion required by this article for that purpose, but this proportion may not be less
than a majority of all votes entitled to be cast on the matter.” While this section permits
provisions in the articles of incorporation that increase or decrease the percentage of
stockholders required to approve an amendment to the articles of incorporation, nothing in section
104 of the Code purports to

Securities and Exchange Commission

Attn: John Reynolds

March 2 2006

Page 3

authorize a provision in the articles of incorporation that eliminates, temporarily or otherwise,
the right of stockholders to approve amendments to the articles of incorporation of a corporation.

     We are not aware of any Maryland case law that addresses either the enforceability under
Maryland corporate law of a provision in the articles of incorporation that purports to eliminate
the ability of the directors and officers to propose such an amendment, temporarily or permanently,
or the validity of an amendment to the articles of incorporation made at a time during which the
articles purport to prohibit amendments to the articles of incorporation. Given the absence of
such case law, and the absence of any express statutory authority to eliminate the right to amend
the articles of incorporation, either temporarily or permanently, it is possible that a Maryland
court would uphold the validity of an amendment to the articles of incorporation notwithstanding a
prohibition in the articles of incorporation on making such an amendment.

     Notwithstanding the conclusion that the Company may have the legal authority under Maryland
corporate law to amend its Articles of Incorporation during the Restricted Period as defined
therein, the Company views the Business Combination procedures as stated in Article Seventh of its
Articles of Incorporation and as described in the prospectus as obligations to its investors that
the Company will not propose to amend. We have revised the prospectus by adding a risk factor on
page 10 and disclosure with respect to the Articles of Incorporation on page 42 to clarify the
Company’s position.

     4. Based on the analysis set forth in response to Comment No. 3, set forth above, it is possible
that under Maryland corporate law the Company may have the legal authority to amend its Articles of
Incorporation during the Restricted Period to lower the 20% threshold set forth in Article Seventh
A of its Articles of Incorporation.

     Notwithstanding the possibility that the Company may have that legal authority, the Company
views this 20% threshold stated in Article Seventh of its Articles of Incorporation and as
described in the prospectus as an obligation to its investors that the Company will not propose to
lower through an amendment to its Articles of Incorporation. We have revised the prospectus by
adding both a risk factor on page 10 and a separate discussion of the Articles of Incorporation in
the Proposed Business section on page 42 to clarify the Company’s position.

     Use of Proceeds, page 24

     5. We have included a footnote to the “Held in trust” line item in the table indicating that
the table excludes the underwriter’s non-accountable expense allowance funds being placed into the
trust.

     6. We have revised the disclosure relating to the loans from the founders on page 26 and
elsewhere to indicate that the loan proceeds are being deposited into the trust account rather than
being used for working capital purposes.

Securities and Exchange Commission

Attn: John Reynolds

March 2 2006

Page 4

     Principal Stockholders, page 53

     7. We have revised the disclosure relating to the shares owned by Parveen Mukunda, the wife of
Ram Mukunda, to indicate that those shares are beneficially owned by Ram Mukunda, and the shares
owned by Ram Mukunda are beneficially owned by Parveen Mukunda. Also, we have included these
shares in the shares held by the officers and directors as a group.

     We have made the following changes in response to the additional comments we received from Tom
Kluck and Mike Carney today:

     1. We have revised the Unit Purchase Agreement to conform with the existing disclosure in the
prospectus that the purchasers in the private placement will vote the shares acquired in the
private placement and thereafter in accordance with the majority of shares of common stock voted by
the public stockholders. We have clarified the language on page 7 of the prospectus to explain how
this prevents such purchasers from exercising conversion rights.

     2. We have revised the disclosure of the private placement in the prospectus on the front
cover and elsewhere to clarify that only the officers and directors of the Company will participate
in the private placement and not their nominees or designees.

     3. We have revised the disclosure in the prospectus on page 9 and elsewhere with respect to
the maximum percentage of outstanding shares of Common Stock that can be converted to cash to
conform to the applicable provisions of the Company’s Amended and Restated Articles of
Incorporation, which measure the percentage solely on the basis of shares sold in the initial
public offering rather than aggregating the shares sold in the public offering and the private
placement. We have also made conforming changes to the financial information provided on pages 9
and 28-30 to reflect the revised amount of shares subject to conversion into cash. Article Seventh
of the Company’s Amended and Restated Articles of Incorporation filed as Exhibit 3.1 to Amendment
No. 5 to the Company’s Registration Statement on Form S-1 provides in pertinent part the following:

Securities and Exchange Commission

Attn: John Reynolds

March 2 2006

Page 5

     A. Prior to the consummation of a Business Combination, the Corporation shall
submit such Business Combination to its stockholders for approval regardless of
whether the Business Combination is of a type which normally would require such
stockholder approval under the MGCL. In the event that a majority of the IPO Shares
(as defined below) cast at the meeting to approve the Business Combination are voted
for the approval of such Business Combination, the Corporation shall be authorized to
consummate the Business Combination; provided, that the Corporation shall not
consummate a Business Combination if holders representing 20% or more in interest of
the IPO Shares exercise their conversion rights described in paragraph B below.

     B. Any stockholder of the Corporation holding shares of Common Stock
issued by the Corporation in the IPO (such shares so issued in connection with the
IPO, the “IPO Shares”) of securities who voted against the Business Combination may,
contemporaneous with such vote, demand that the Corporation convert his or her IPO
Shares into cash. If so demanded, in the event that a Business Combination is
approved in accordance with paragraph A above and is consummated by the Corporation,
the Corporation shall convert such shares at a per share conversion price equal to
the quotient determined by dividing (i) the amount in the Trust Fund (as defined
below), inclusive of any interest thereon, calculated as of two business days prior
to the proposed consummation of the Business Combination, by (ii) the total number of
IPO Shares. “Trust Fund” means the trust account established by the Corporation in
connection with the consummation of its IPO and into which a certain amount of the
net proceeds of the IPO are deposited.

     In addition to the above described changes, we have made the following changes:

     1. In addition to the above described changes, we have added disclosure on pages 50 and 51
requested by the American Stock Exchange relating to:

     A. The Company’s adoption of a code of conduct and ethics and establishment of an Audit
Committee;

     B. The Company’s intent that prior to establishing a nominating committee a majority of
independent directors shall select, or recommend to the full Board for selection, all
nominees to the Board; and

     C. The Company’s intent that prior to establishing a compensation committee a majority
of independent directors shall determine, or recommend to the full Board for determination,
the compensation of executive officers.

     2. We have added language on page 16 indicating that if a target company is affiliated with
Ferris, Baker Watts, Inc. or SG Americas Securities, LLC that may constitute a conflict of interest
leading the Board to request an opinion as to the fair market value of the target from an
independent investment banking firm.

Securities and Exchange Commission

Attn: John Reynolds

March 2 2006

Page 6

     3. We have provided on page 24 and elsewhere that in the event that the underwriters exercise
their over-allotment option, the amount of interest that the trust can withdraw from the trust
account for working capital purposes will be increased from $1,855,000 to $2,150,000.

     4. We have revised our disclosure of the value of common stock that may be converted to cash
in the summary financial data table on page 9 and elsewhere to exclude the portion of the
underwriters’ non-accountable expense allowance ($0.18 per share) that will be paid from the trust
to stockholders who exercise their conversion rights. We have retained disclosure that the $0.18
per share is in fact payable to the stockholders exercising their conversion rights.

     5. We have filed certain exhibits consistent with the changes described above.

     The Company appreciates the staff’s comments on Amendment No. 6 to the Registration Statement.
If you have any questions with respect to this letter, please contact the undersigned at (617)
946-4887 or Mike Blount at (312) 269-8962.

Very truly yours,

SEYFARTH SHAW LLP

Mark A. Katzoff

    cc:

    Tom Kluck

    Mike Karney

    Maureen Bauer

    Terence O’Brien

    Ram Mukunda

    John Cherin

    Michael Blount

    Stanley Jutkowitz

    Jay Kaplowitz

    Arthur Marcus

    Kristin Angelino

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India Globalization Capital, Inc.

4336 Montgomery Ave.

Bethesda, MD 20814

March 2, 2006

VIA EDGAR

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Attn:

    John Reynolds

    Assistant Director

    Division of Corporation Finance

    Re:

    India Globalization Capital, Inc.

    Registration Statement on Form S-1

    Registration Statement No. 333-124942

Dear Mr. Reynolds:

     India Globalization Capital, Inc. (the “Registrant”) hereby requests that the Commission take
appropriate action to cause the above-referenced Registration Statement on Form S-1 (the “Filing”)
to become effective at 3:00 p.m., Eastern Time, on Thursday, March 2, 2006, or as soon thereafter
as practicable.

     The Registrant acknowledges that:

    1.

    Should the Commission or the staff, acting pursuant to delegated authority,
declare the Filing effective, it does not foreclose the Commission from taking any
action with respect to the Filing.

    2.

    The action of the Commission or the staff, acting pursuant to delegated
authority, in declaring the Filing effective, does not relieve the company from its
full responsibility for the adequacy and accuracy of the disclosure in the Filing; and

    3.

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

    Sincerely,

INDIA GLOBALIZATION CAPITAL, INC.

    /s/Ram Mukunda

    Ram Mukunda

    Chief Executive Officer and President

cc: Thomas Kluck

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Ferris Baker Watts Incorporated

100 Light Street

Baltimore, MD 21202

February 27, 2006

United States and Exchange Commission

Mail Stop 0407, 450 Fifth Street, N.W.

450 Fifth Street, N.W.

Washington, D.C. 20549-0405

Re: India Globalization Capital, Inc. Preliminary Prospectus Distribution

Gentlemen:

     In
accordance with the provisions of Rule 460 under the Securities
Act of 1933, the undersigned, as representative of the underwriters
of the proposed offering of securities of India Globalization Capital,
Inc. hereby advises that copies of the Preliminary Prospectus, dated
February 13, 2006, were distributed on or after
February 13, 2006, as
follows:

300 to Individual Investors;

3600 to NASD members (which included 14 prospective underwriters and
selected dealers); and

60 to institutions

     The undersigned has been informed by the participating dealers that
in accordance with the Rule 15c2-8 under the Securities Exchange Act
of 1934, copies of the Preliminary Prospectus, dated February 13,
2006, have been distributed to all persons to whom it is expected that
confirmations of sale will be sent; and we have likewise so
distributed copies to all customers of ours. We have adequate equity
to underwrite a “firm commitment” offering.

    Very truly yours,

Ferris, Baker Watts Incorporated

    By:
    /s/ Scott T. Bass

    Scott T. Bass

    Vice President

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

Mail Stop 3561

								February 24, 2006

Mr. Ram Mukunda, President and CEO
India Globalization Capital, Inc.
4336 Montgomery Ave
Bethesda, Maryland 20814

      Re:	India Globalization Capital, Inc.
		Amendment No. 6 to Registration Statement on
      Form S-1
		Filed November February 14, 2006
      File No. 333-124942

Dear Mr. Mukunda:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

General

1. We note your response to our previous comment number one,
particularly the statement that "[o]ur research now shows that
there
are more acquisition opportunities in the price range established
by
the $60,000,000 aggregate offering price, which will allow the
Company to consider acquisitions valued at $48,000,000 or more."
Please describe in the prospectus the research conducted by the
company that now shows there are more acquisitions in this price
range.

2. We note your response to our previous comment number two and we
reissue the comment.  We note the contingent nature of part of the
underwriters` compensation.  In light of Regulation M, please
include
disclosure in the registration statement regarding when the
distribution ends.  This disclosure may relate to when all of the
shares have been sold, there are no more selling efforts, there is
no
more stabilization or the overallotment has been exercised.  Note
that disclosure merely stating that the distribution ends at the
closing of the IPO is insufficient.

3. We note disclosure in section 7, in the Articles of
Incorporation
of India Globalization Capital, Inc. that states "[p]aragraphs A
through E set forth below shall apply during the period commencing
upon the initial public offering of Company`s securities (the
"IPO")
and terminating upon the consummation of a "Business Combination"
(the "Restricted Period") and shall not be amended during such
period."  (emphasis added).  Please provide us with a legal
analysis
as to whether or not an amendment to this provision would be valid
under applicable state law.  Additionally, please revise the
prospectus to disclose this provision and explain the impact or
potential impact of this provision on investors in the offering.
For
example, disclose: (i) whether the provision can be amended and if
so
on what basis despite any proposed limitations to so amend; and
(ii)
whether the company views the business combination procedures as
stated in the provision and the prospectus as obligations to
investors that the company will not propose to amend, or
alternatively, if the company reserves the right to amend this
provision and change the procedures, disclose the extent of that
authority and the circumstances under which changes would or may
be
proposed.

4. We note the disclosure throughout the prospectus that the
company
will proceed with the initial business combination only if two
conditions are met which include public stockholders owning less
than
20% of the shares sold in this offering and purchased in the
private
placement both vote against the business combination and exercise
their conversion rights.  Please explain whether the 20% threshold
could be lowered by the company after the offering is effective
and
prior to the vote regarding the initial business combination.

Use of Proceeds, page 24

5. In the use of proceeds table, we note that the $55,441,200 held
in
trust does not include $1,769,400 of the proceeds attributable to
the
underwriter`s non-accountable expense allowance.  Please revise
the
table to include the amount attributable to the underwriter`s non-
accountable expense or explain why such revision is not necessary.

6. We note the disclosure on page 25 that "[u]pon the consummation
of
this offering, the founders will loan an additional $720,000 to us
for working capital purposes."  Please reconcile this statement
with
the line item disclosure in the use of proceeds table that
contributions from founder loans and deferred payments will be
held
in trust.  Also see the MD&A and conflicts of interest sections
that
include similar disclosure.

Principal Stockholders, page 53

7. We note that the principal stockholder table and footnote (3)
disclose that the 425,000 shares owned by Ram Mukunda`s wife,
Parveen
Mukunda are excluded from the amount of shares beneficially owned
by
Ram Mukunda.  Please note that a person is generally regarded as
the
beneficial owner of securities held in the name of his or her
spouse.
See SEC Release No. 33-4819.  Since Parveen Mukunda is the spouse
of
Ram Mukunda, then the amounts of common stock owned by each spouse
should be included in the amounts attributed to the other spouse
in
the table and the nature of the ownership included in a footnote.
Also, this amount would be included in the amount held by
executive
officers and directors as a group.  Please revise or advise.

* * * * *

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      You may contact Maureen Bauer at (202) 551-3237 or Terence
O`Brien at (202) 551-3355 if you have questions regarding comments
on
the financial statements and related matters.  Please contact
Thomas
Kluck at (202) 551-3233 or Mike Karney, who supervised the review
of
your filing, at (202) 551-3847 with any other questions.

Sincerely,

      John Reynolds
      Assistant Director

cc:	Michael Blount, Esq.
	Fax: (312) 269-8869
??

??

??

??

Mr. Ram Mukunda
India Globalization Capital, Inc.
February 24, 2006
Page 1

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CORRESP
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(312) 269-8962

mblount@seyfarth.com

February 14, 2006

VIA EDGAR

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Attn:

    John Reynolds

Assistant Director

Division of Corporation Finance

    Re:

    India Globalization Capital, Inc.

Amendment No. 6 to Registration Statement on Form S-1

Registration Statement No. 333-124942

Dear Mr. Reynolds:

     India Globalization Capital, Inc. (the “Company”) has filed with the Commission an Amendment
No. 6 to the above referenced Registration Statement (the “Registration Statement”). For your
convenience, we are providing you with five paper copies of Amendment No. 6, marked to show the
changes made from Amendment No. 5 to the Registration Statement which was filed with the Commission
on November 2, 2005. The changes reflected in Amendment No. 6 are intended to respond to the
comments set forth in your letter dated November 17, 2005 (the “Comment Letter”). The supplemental
information and changes made in response to the Comment Letter are discussed below. The numbered
paragraphs below correspond to the numbered comments in the Comment Letter. Page references are to
the pages in the Prospectus included in Amendment No. 5 to the Registration Statement. In
addition, certain additional changes have been made as described below.

     General

     1. The structure of the offering was negotiated by the Company and the underwriters based on
market conditions and a general analyses, in terms of cash and leverage ratios, of what it would
take, based on management’s industry knowledge and review of publicly-traded companies in the
business process outsourcing, information technology, and infrastructure sectors in India, to
acquire a mid-sized company in India in those industries. Disclosure to that effect is set forth
on page 57 of the Prospectus under “Underwriting — Pricing of Securities.” In addition, the
structure of

Securities and Exchange Commission

Attn: John Reynolds

February __, 2006

Page 2

the offering was determined by taking into consideration changing market conditions
with respect to “blank check” company offerings in general, particularly during the several month
period immediately preceding the Company’s most recent filing.

     The original amount of the offering was for securities with an aggregate offering price
of $120,000,000. Based on the structure of the offering, that permitted the Company to consider
acquisitions valued at $96,000,000 or more. Our research now shows that there are more
acquisition opportunities in the price range established by the $60,000,000 aggregate offering
price, which will allow the Company to consider acquisitions valued at $48,000,000 or more.

     The approximately $55,000,000 escrow funding level was considered an appropriate escrow amount
to accomplish the Company’s goals and is in excess of the $50,000,000 market capitalization
requirement for listing on the American Stock Exchange.

     2. The after market warrant purchase obligation of Mr. Mukunda has been eliminated. In place
of Mr. Mukunda’s warrant purchase obligation, the officers and directors of the Company have agreed
to purchase an aggregate of 170,000 units in a private placement prior to the offering. The shares
comprising the units purchased by the officers and directors may not be sold, assigned or
transferred until the Company consummates a business combination. The officers and directors
purchasing units in the offering have agreed to waive their right to any liquidation distributions
with respect to those shares in the event the Company fails to consummate a business combination.

     3. The Company plans to comply with Listing Standard 3 of the Listing Standards for U.S.
Companies as promulgated by the American Stock Exchange. Listing Standard 3, as relevant to this
offering, provides that to be listed on the American Stock Exchange a company must meet the
following:

    •

    Shareholders’ Equity

    $4,000,000

    •

    Total Market Capitalization

    $50,000,000

    •

    Distribution

    400 public shareholders and 1 million shares

    •

    Market Value

    $15,000,000

     Following the offering, as disclosed in the Prospectus, the Company will meet all of the
listing standards based upon the objective terms of the offering, except the 400 public shareholder
requirement, which will depend upon the selling efforts of the underwriters. The underwriters,
based on discussions with the Company and the American Stock Exchange, expect to meet or exceed the
400 public shareholder requirement by using their own retail sales offices and institutional
departments.

     4. The amount of compensation to be allowed or paid to the underwriters was cleared by the
NASD on August 17, 2005. The principal reviewer’s name was D’Mara Jeffries, the second

Securities and Exchange Commission

Attn: John Reynolds

February __, 2006

Page 3

examiner was Eugene Buchanan. A copy of the “no objection” letter was faxed to Tom Kluck on August 18,
2005, however, we will provide the staff with an additional copy of the “no objection” letter prior
to effectiveness of the Registration Statement.

     5. Exhibit 10.8 (the Warrant Purchase Agreement) has been deleted. In place of the Warrant
Purchase Agreement the officers and directors of the company will purchase 170,000 units in a
private placement prior to the offering. See the description above in response to Comment No. 2.

     6. We have added language on page 7 of the Prospectus to make it clear that the common stock
voted by the “public stockholders” in connection with the vote required for an initial business
combination does not include any common stock owned or voted by the existing stockholders. We have
made corresponding changes to the same disclosure on pages 40 and 52 of the Prospectus. In
addition, we have clarified the definition of “public stockholders” on page 1 of the Prospectus as
that definition applies to the existing stockholders.

     7. We have revised and refiled Section 6.2 of Exhibit 1.1 (the Underwriting Agreement) to
provide that the Underwriting Agreement “will” instead of “may” be terminated in the event that
neither the underwriters nor the Company cure a default relating to more than ten percent of the
Firm Units or Option Units.

     In addition to the above described changes, we have revised the Registration Statement to
reflect the following changes.

     8. Following the offering, the working capital of the Company, up to $1,500,000, will be
funded from the interest earned from moneys in the escrow account, rather than withholding a
portion of the proceeds to fund working capital. In order to finance the working capital, the
Company’s founders will loan the Company $720,000 and the pre-IPO loans of $150,000 will be
extended, for an aggregate loan principal amount of $870,000. The proceeds of the loans will be
deposited into the escrow. The loans will be repaid with 4% interest from the interest earned from
the funds held in the escrow.

     9. Dr. Krishna has been named Chairman of the Board of the Company. Emmanuel Nzai has
resigned as Vice President of the Company and surrendered to the Company his 137,500 shares and
those shares have been redistributed as follows: 100,000 shares to Dr. Krishna and 37,500 shares
to Mr. Cherin.

     10. Two new Special Advisors have been added.

     11. New audited financial statements have been included.

     12. We have filed certain exhibits consistent with the changes described above.

Securities and Exchange Commission

Attn: John Reynolds

February __, 2006

Page 4

     The Company appreciates the staff’s comments on Amendment No. 5 to the Registration Statement.
If you have any questions with respect to this letter, please contact the undersigned at (312)
269-8962.

Very truly yours,

SEYFARTH SHAW LLP

/s/ Michael E. Blount

Michael E. Blount

MEB:tbm

    cc:

    Tom Kluck

Mike Karney

Maureen Bauer

Terence O’Brien

Ram Mukunda

John Cherin

Stanley Jutkowitz

Jay Kaplowitz

Arthur Marcus

Kristin Angelino

<DOCUMENT>
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<SEQUENCE>1
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<TEXT>

Mail Stop 3561

								November 17, 2005

Mr. Ram Mukunda, President and CEO
India Globalization Capital, Inc.
4336 Montgomery Ave
Bethesda, Maryland 20814

      Re:	India Globalization Capital, Inc.
		Registration Statement on Form S-1
		Amendment No. 5 filed November 2, 2005
      File No. 333-124942

Dear Mr. Mukunda:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

General

1. Please tell us the factors you considered in determining to
value
this offering at $60,000,000.  What factors did you consider when
determining that you might need $55,000,000 in the trust fund to
effect the business combination contemplated by the registration
statement?  It does not appear to the staff as though the
determination to value the offering at this amount is an arbitrary
decision and we would like to know the specific factors and
motivations behind the valuation.  Please specifically discuss the
reasons why the company has lowered the offering from $120,000,000
to
$60,000,000.  Describe how lowering the amount raised in this
offering affects your previous research in acquiring a target at
the
previously determined amount.  Does the company expect to obtain
additional funding through other financing arrangements to acquire
a
target?  If so, please explain.  We may have further comment.

2. We note the contingent nature of part of the underwriters`
compensation.  In light of Regulation M, please include disclosure
in
the registration statement regarding when the distribution ends.
This disclosure may relate to when all of the shares have been
sold,
there are no more selling efforts, there is no more stabilization
or
the overallotment has been exercised.  Note that disclosure merely
stating that the distribution ends at the closing of the IPO is
insufficient.

3. Please explain the basis for your disclosure that the
securities
will be listed on the American Stock Exchange.  Please explain how
the company will satisfy each criterion for at least one of the
listing standards on the exchange.  Please include a discussion of
all of the quantitative standards, e.g., number of public
shareholders.

4. In light of the changes to the underwriting arrangement, please
furnish supplementally a statement as to whether or not the amount
of
compensation to be allowed or paid to the underwriters has been
cleared with the NASD.  Prior to the effectiveness of this
registration statement, the staff requests that we be provided
with a
copy of the letter informing that the NASD has no objections.

5. We note your disclosure on the prospectus cover page, and
elsewhere in the prospectus that the existing officers and
directors
have entered into agreements with Ferris Baker Watts concerning
the
purchase of warrants in the after-market.  We also note disclosure
on
page 36 concerning Ferris Baker Watts providing investment banking
services to the company with respect to the potential business
combination transaction, among other things.  In light of such
agreement for future services, the nature of which would almost
certainly include access by Ferris Baker Watts to material non-
public
information with respect to the company, clarify the ability of
Ferris Baker Watts to participate in the warrant repurchase
agreement
program consistently with the provisions of Rule 10b-5 under the
Securities Exchange Act of 1934.  We may have further comment.

Summary

6. We note the statement on page 7 that "all of our existing
stockholders, including all of our officers, directors, and
special
advisors, have agreed to vote the shares of common stock owned by
them (whether purchased prior to, during or after the consummation
of
the offering) in accordance with the majority of the shares of
common
stock voted by the public stockholders."  It appears that
officers,
directors and special advisors that purchase shares in the open
market would be considered public stockholders under your
definition
on page one.  Please explain how these persons will vote their
shares
that were purchased in the open market with the majority of
"public
stockholders."  In addition, please clarify whether existing
stockholders will be included as "public stockholders" only with
respect to shares purchased in the open market, or also with
respect
to shares purchased in this offering.

Exhibits

7. Section 6.2 of the underwriting agreement appears to allow less
than all of the shares to be offered in the event of a default by
an
underwriter of more than 10%.  The agreement gives the right, but
not
the obligation, to terminate the agreement. Please explain how the
proposed offering may still be considered a firm commitment in
light
of the language in the underwriting agreement.  Please revise the
agreement or the prospectus.

* * * * *

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      You may contact Maureen Bauer at (202) 551-3237 or Terence
O`Brien at (202) 551-3355 if you have questions regarding comments
on
the financial statements and related matters.  Please contact
Thomas
Kluck at (202) 551-3233 or Mike Karney, who supervised the review
of
your filing, at (202) 551-3847 with any other questions.

Sincerely,

      John Reynolds
      Assistant Director

cc:	Michael Blount, Esq.
	Fax: (312) 269-8869
??

??

??

??

Mr. Ram Mukunda
India Globalization Capital, Inc.
November 17, 2005
Page 1

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Mail Stop 3561

								September 15, 2005

Mr. Ram Mukunda, President and CEO
India Globalization Capital, Inc.
4336 Montgomery Ave
Bethesda, Maryland 20814

      Re:	India Globalization Capital, Inc.
		Registration Statement on Form S-1
		Amendment No. 4 filed August 19, 2005
      File No. 333-124942

Dear Mr. Mukunda:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

General

1. Please address the applicability or inapplicability of
Regulation
M in the context of the warrant repurchase agreements contained
within your registration statement.

2. Please discuss the applicability or inapplicability of
Regulation
M to the contingent nature of the underwriter compensation
arrangements.  Please also discuss the applicability or
inapplicability of Regulation M to the underwriter`s agreement to
act
as an advisor for business acquisitions by the issuer.  Please
address in your discussion when any applicable restricted period
would end.

* * * * *

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      You may contact Maureen Bauer at (202) 551-3237 or Terence
O`Brien at (202) 551-3355 if you have questions regarding comments
on
the financial statements and related matters.  Please contact
Thomas
Kluck at (202) 551-3233 or Mike Karney, who supervised the review
of
your filing, at (202) 551-3847 with any other questions.

Sincerely,

      John Reynolds
      Assistant Director

cc:	Michael Blount, Esq.
	Fax: (312) 269-8869
??

??

??

??

Mr. Ram Mukunda
India Globalization Capital, Inc.
September 15, 2005
Page 1

</TEXT>
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Mail Stop 3561

								August 2, 2005

Mr. Ram Mukunda, President and CEO
India Globalization Capital, Inc.
4336 Montgomery Ave
Bethesda, Maryland 20814

      Re:	India Globalization Capital, Inc.
		Registration Statement on Form S-1
		Amendments No. 1 and 2 filed July 11 and 19, 2005
      File No. 333-124942

Dear Mr. Mukunda:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.  Please note that the page numbers
referred to below refer to the numbering of the non-EDGAR marked
copy.

General

1. We note your response to our previous comment three.  Please
further disclose, wherever appropriate, that the existing
stockholders will not be eligible to exercise their conversion
rights
as to any shares held by them as a result of their undertaking to
vote all of their shares in accordance with the majority of the
shares of common stock in favor of the business combination.
Please
revise accordingly the disclosure in the "Conflicts of Interest"
section on page 48.

2. We note your response to our previous comment four and we
reissue
the comment.  We note that you disclose reimbursements and fees to
be
paid to the existing stockholders and/or officers and directors
prior
to the consummation of a business combination.  Please also
include
all various fees, reimbursements and other cash flows being paid
or
eligible to be paid to the existing stockholders and/or officers
and
directors in this offering that are subsequent to a business
combination.  Such cash flows should be identified by type or
source
of cash flow, as well as the amount, if known.  We may have
further
comment.

3. We note your response to our previous comment eight.  Please
explain the basis for your disclosure that the securities will be
listed on the American Stock Exchange.  Please explain how the
company will satisfy each criterion for at least one of the
listing
standards on the exchange.  Please include a discussion of all of
the
quantitative standards, e.g., number of public shareholders.

4. We note your response to our previous comment nine and we
reissue
the comment.  Discuss in an appropriate place the company`s
expectation as to whether the current management will remain
associated with the company after the consummation of the business
combination and any plan to implement.  Detail how the company
intends to accomplish this, referencing the necessary transaction
structure, valuation determinations, exchange ratios, and other
contingencies which must be addressed and structured so as to
ensure
that the company`s management will be able to maintain its
position
with the company post-business combination.

Prospectus Summary, page 1

5. We note your response to our previous comment fourteen and the
additional disclosure regarding Mega Ace Consultancy.  Please
include
the publication(s) where the information provided by them can be
found.  Also disclose in the prospectus, the qualifications of
Mega
Ace Consultancy as an expert.

6. In the summary section, we note that you make the following
assertion regarding market conditions:  "The Indian economy has
posted a growth rate of approximately 6.8% since 1994."  Please
provide us with reasonable support for the assertion and summarize
the support in the prospectus.

Risk Factors, page 10

7. Please update the information provided in risk factor nineteen
to
provide more current information as to the number of blank check
companies who are in registration and who have completed initial
public offerings; and the amount of funds currently in trust for
each
such category of transaction.

Risks associated with companies with primary operations in India,
page 19

8. We note that you have deleted the first risk factor from this
subsection.  It appears that the risk regarding political,
economic,
social and other factors affecting the company`s ability to
achieve
its business objectives would be important information to
investors.
Please advise why the company has removed this risk in its
entirety.

Use of Proceeds, page 23

9. In the use of proceeds table, in the use of net proceeds not
held
in trust, we note the line item of $400,000 for "[l]egal,
accounting,
and other expenses attendant to the due diligence investigations,
structuring and negotiations of a business combination."  We also
note another line item of $300,000 allocated to due diligence.
Please explain why there are two separate amounts for due
diligence.
Also explain these expenses and reconcile these expenses with the
disclosure on page 33 that "Ferris, Baker Watts Inc. will perform
certain advisory services . . .  assisting us in the negotiation .
.
. and preparing a due diligence package."  We note that the fee
allocated to Ferris, Baker Watts Inc. is from the proceeds held in
trust.  Please also reconcile theses expenses with the disclosure
on
page 29 in the MD&A section.

10. In this section and the MD&A section, please explain in
greater
detail the allocation of $870,000 for working capital.

11. In this section on page 23, we note the statement that "[a]ny
amount not paid as consideration to the sellers of the target
business may be used to finance operations of the target
business."
Please reconcile this statement with the added disclosure in the
MD&A
section and your response to our previous comment 30 that
"proceeds
of the offering held in the trust will be used for the following:
. .
.(2) to pay the fees and costs due to Ferris, Baker Watts, Inc. as
financial advisor to the Company, (3) to pay any finder`s or other
professional fees and costs, and (4) to pay fees and costs the
Company may incur in connection with any debt or equity financing
relating the business combination."

Management`s Discussion and Analysis of Financial Condition and
Results of Operations, page 28

12. We note your response to our previous comment 30 and your
added
disclosure on page 29.  Please explain in greater detail the "the
payment of finder`s fees or professional fees and costs."  Is
there a
maximum amount for any of these fees or costs?  Please also
explain
in greater detail the nature of the "[p]ayment of any fees and
costs
the Company may incur in connection with any equity or debt
financing
relating to the business combination."

Proposed Business, page 30

Effecting a Business Combination, page 32

13. On page 33, under the subheading "We have not identified a
target
business," please disclose whether the finder`s fee and the
advisory
fee will be paid from the funds held in trust.

* * * * *

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      You may contact Maureen Bauer at (202) 551-3237 or Terence
O`Brien at (202) 551-3355 if you have questions regarding comments
on
the financial statements and related matters.  Please contact
Thomas
Kluck at (202) 551-3233 or Mike Karney, who supervised the review
of
your filing, at (202) 551-3847 with any other questions.

Sincerely,

      John Reynolds
      Assistant Director

cc:	Michael Blount, Esq.
	Fax: (312) 269-8869
??

??

??

??

Mr. Ram Mukunda
India Globalization Capital, Inc.
August 2, 2005
Page 1

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corresp

    600 LEXINGTON AVENUE

NEW YORK NY 10022-6018

T: 212-752-9700

F: 212-980-5192

INFO@GSKNY.COM

WWW.GSKNY.COM

    July 20, 2005

VIA EDGAR

Securities and Exchange Commission

Judiciary Plaza

450 Fifth Street, N.W.

Washington, D.C. 20549

    Attn:

    John Reynolds

Assistant Director

Division of Corporation Finance

    Re:

    India Globalization Capital, Inc. (“Issuer”)

Registration Statement No. 333-124942

Dear Mr. Reynolds:

     At the request of Securities Commissioner of the Maryland Securities Division, we would like
to inform you that the Issuer is requesting withdrawal of its application for registration in the
State of Maryland.

     If you have any questions about any of the foregoing, please contact the undersigned. Thank
you.

    Very truly yours,

    /s/ Peter J. Bilfield

    Peter J. Bilfield

AFFILIATED
WITH WHITEMAN OSTERMAN & HANNA LLP | ONE COMMERCE PLAZA
| ALBANY NY 12260 | T: 518-487-7600 F: 518-487-7777 |
WWW.WOH.COM

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

Mail Stop 3561

								June 24, 2005

Mr. Ram Mukunda, President and CEO
India Globalization Capital, Inc.
4336 Montgomery Ave
Bethesda, Maryland 20814

      Re:	India Globalization Capital, Inc.
		Registration Statement on Form S-1
		Filed May 13, 2005
      File No. 333-124942

Dear Mr. Mukunda:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

General

1. Have you identified or been provided with the identity of, or
had
any indirect contact with potential acquisition candidates?  In
addition, affirmatively state, if accurate, that neither the
company
nor any of its affiliates or representatives has, as of the date
of
the prospectus, taken steps towards locating or consummating a
business combination transaction.  Currently, you disclose in the
MD&A section that you do not have any specific business
combination
under consideration and have not had any discussions with respect
to
such a transaction.  If management, the directors, or any
affiliate,
agent or any other representative of the company has already taken
direct or indirect measures to locate a target business, or
unaffiliated sources have approached you with possible candidates,
you must disclose this information or advise us.  We may have
further
comment.

2. We note the structure of this offering and its similarity to
numerous blank check offerings underwritten on a firm commitment
basis that recently have been registered with the Commission.
With a
view toward disclosure, identify for us supplementally the names
of
the companies that have registered or are seeking to register
blank
check offerings underwritten on a firm commitment basis in which
an
officer, director, affiliate, underwriter or attorney for any of
the
above have been involved; the Securities Act Form the companies`
filed on; if applicable, the date of effectiveness; and, the
status
of the offering thus far.  In this regard, tell us the amount
escrowed to date and whether the blank checks have engaged in the
desired business combination outlined in the prospectus.  To
assist
the staff in this regard, please present the information in a
tabular
format.  We may have further comment.

3. Provide disclosure with respect to the redemption rights to
discuss the relative benefits and financial advantages to
utilization
of such feature between the existing stockholders and the public
stockholders.  This disclosure should include, in part, an
analysis
and comparison of the financial consequences of the exercise of
the
redemption right when exercised by an existing stockholder as
compared to a public stockholder.  In this context we note that:
(i)
the existing stockholders are allowed, and may make purchases of
shares in both the offering and in the open market subsequent to
the
offering; (ii) there appears to be a disincentive for public
stockholders to exercise their redemption rights due to the fact
that
the amount available to such stockholders (approximately $5.37 per
share) is virtually certain to be less than the purchase price
paid
for the unit in the offering ($6.00); and (iii) there does not
appear
to be a corresponding disincentive for existing stockholders to
exercise their redemption rights since their existing shares have
an
effective purchase price of $0.005  per share and thus even after
paying the offering price and/or market price for the other shares
acquired after the date of the prospectus, the effective cost to
the
existing stockholders of their shares will be significantly less
that
the redemption price of approximately $5.37 per share.  Similar
disclosure should be provided, as applicable, with respect to the
shares held by the Underwriters.  We may have further comment.

4. Provide disclosure in a prominent place in the prospectus
detailing the various fees, reimbursements and other cash flows
being
paid or eligible to be paid to the existing stockholders and/or
officers and directors in this offering.  Such cash flows should
be
identified by type or source of cash flow, as well as the amount,
if
known.  We may have further comment.

5. Please clarify with disclosure in an appropriate place whether
the
funds not held in trust could be used as a down payment or a
lockup
in a proposed business combination.  To the extent they can,
explain
how ongoing expenses will be satisfied and include appropriate
line
item disclosure in the Use of Proceeds section identifying such
use.
In addition, to the extent the funds not held in trust could be
used
for such purpose, the summary and risk factor disclosure should
make
clear that in the event of a breach by the company, these

funds would be forfeited, the company would no longer be able to
conduct due diligence or other similar operations without
additional
financing, and that without additional financing, holders could
lose
on their investment in the units.

6. We note that your initial business combination must be with a
business with a fair market value of at least 80% of your net
assets
at the time of acquisition.  Please clarify throughout that there
is
no limitation on your ability to raise funds privately or through
loans that would allow you to acquire a company with a fair market
value in any amount greater than 80% of your net assets at the
time
of acquisition.  Disclose as well whether any such financing
arrangements have been entered into or contemplated with any third
parties to raise such additional funds through the sale of
securities
or otherwise.

7. Prior to the effectiveness of the company`s registration
statement, the staff requests that we be provided with a copy of
the
letter or call from the NASD that the NASD has no additional
concerns.

8. Prior to effectiveness please provide an update with respect to
those states in which the offering will be conducted.

9. Discuss in an appropriate place the company`s expectation as to
whether the current management will remain associated with the
company after the consummation of the business combination.
Detail
how the company intends to accomplish this, referencing the
necessary
transaction structure, valuation determinations, exchange ratios,
and
other contingencies which must be addressed and structured so as
to
ensure that the company`s management will be able to maintain its
position with the company post-business combination.

Cover page of Prospectus

10. Please revise the second paragraph to indicate the offering
price
per unit.

11. We note your disclosure here and elsewhere that the components
of
your units will begin trading separately 90 days after the
effectiveness of this registration statement "unless Ferris, Baker
Watts, Inc. determines that an earlier date is acceptable."
Please
revise to elaborate on the noted disclosure in an appropriate
place
in the prospectus.  Discuss the factors that the underwriter will
consider in making the determination to allow earlier separate
trading.  If the underwriter decides to allow separate trading
before
the end of 90 days, discuss how investors will become aware of the
acceleration.

Table of Contents

12. In light of the Rule 415 undertakings in Part II of the
registration statement, please revise or remove the statement
"[y]ou
should not assume that the information in this prospectus is
accurate
as of any date other than the date on the front of this
prospectus,
regardless of the time of delivery of this prospectus or of any
sale
of our securities."  Additionally, revise the statement on the
back
cover page "the delivery of this prospectus will not, under any
circumstances create any implication that the information is
correct
as of any time subsequent to the date of this prospectus."

Prospectus Summary, page 1

13. We note that parts of the summary section and the business
section appear promotional, rather than factual, and should be
revised to remove all promotional statements.  No speculative
information should be included, unless clearly labeled as the
opinion
of management of the company along with disclosure of the
reasonable
basis for such opinions or beliefs.  For example, we note the
statement "[w]e further believe that we can buy a business that is
a
market sector leader, or can become one through an exposure to
foreign markets."  Please provide reasonable support for the
promotional statements in the prospectus.  If a reasonable basis
cannot be provided, the statements should be removed.

14. In the summary section and the business section, we note that
you
make several assertions regarding market conditions.  Please
provide
us with reasonable support for the assertions and summarize the
support in the prospectus.  If a third party is the source of the
information, please name the third party and the publication where
the information can be found.  We note the following:
* "The Indian economy had a Gross Domestic Product in 2004 of
approximately $3.319 trillion and its growth rate in 2004 was
approximately 6.2%."
* "In addition, since mid-1991, the Indian government has
committed
itself to implementing an economic structural reform program with
the
objective of liberalizing India`s exchange and trade policies,
reducing the fiscal deficit, controlling inflation . . ."
* "A significant component of the program is the promotion of
foreign
investment in key areas of the economy . . ."
* "As a result, the regulatory environment for foreign investment
has
become more favorable."
* "Moreover, India has seen the benefits from the deregulation of
its
economy."
* "There are already a number of industry sectors that have been
deregulated . . ."
If you cannot provide us with adequate support for the assertions,
you should delete them.

15. We note your statement here and throughout the prospectus that
you will not proceed with a business combination if shareholders
owning 20% or more of the shares sold in this offering vote
against
the business combination and exercise their conversion rights.
Please revise to clarify that this is a two step process (first,
they
would have to vote against the combination, and second, they have
to
exercise their conversion rights) and that voting against the
combination alone will not result in a pro rata distribution of
the
trust fund.

16. We note that purchasers of your units will receive one share
of
common stock and two warrants, allowing them to purchase shares
(following a business combination) at the price of $5.00 per
share.
We also note that in order to convert and receive a portion of the
funds held in trust, only the shares are required to be returned.
Please revise to clarify if the warrants remain outstanding
following
an election to receive funds in the trust.  This appears to create
an
opportunity for individuals to purchase units, remit the shares
allowing them to receive a portion of the trust, and benefit from
the
subsequent sale of the warrants they retain.

17. Please note, here or in another appropriate place, whether the
company plans to amend its 8-K filing to provide an audited
balance
sheet to reflect the exercise of the over-allotment option if such
exercise does not take place prior to the filing of the 8-K to
reflect the consummation of the offering.

18. Disclose here, and elsewhere as appropriate, whether the
redemption of the warrants by the company would include the
warrants
held by Ferris Baker Watts as a result of the exercise of the
Underwriters` option.  Alternatively, if such warrants are not
included, discuss the reasons why such warrants are not included.
In
addition, discuss whether Ferris Baker Watts has the right to
consent
before the company can exercise its redemption right and if so,
discuss the conflicts of interest that result from such right.

19. Disclose, here or elsewhere as appropriate, the rationale for
requiring the stock to trade at $8.50 per share or more in order
for
the redemption rights to apply.

Risk Factors, page 7

20. Some of your risk factors are too broad and generic and should
be
revised to state the material risk that is specific to India
Globalization Capital.  As a general rule, a risk factor is
probably
too generic if it is readily transferable to other offering
documents
or describes circumstances or factual situations that are equally
applicable to other similarly situated businesses.   The following
risk factors should be revised, deleted or moved to another
section
of the prospectus as appropriate:
* "If we succeed in achieving our business objectives which is to
acquire one or more operating businesses with primary operations
in
India we may be subject to intense competition . . ."
* "Our obligations under laws, regulations and standards relating
to
corporate governance and public disclosure, including the
Sarbanes-
Oxley Act of 2002 . . . may increase our cost of completing a
business combination."

Risks associated with companies with primary operations in India,
page 16

21. In the first risk factor under this subsection, please provide
reasonable support for the assertions.

22. If applicable, please include risk factors discussing possible
risks when acquiring a business in India such as exchange controls
that affect the import or export of capital or remittance of
dividends and withholding tax issues.

Forward-Looking Statements, page 19

23. Please clarify to disclose that the safe harbors for forward-
looking statements included in the Securities Act and Securities
Exchange Act do not apply to statements made in your Form S-1.

24. Please remove the term "will" as an identifiable term for
forward-looking statements.

Use of Proceeds, page 20

25. We note that the company states that "[t]he proceeds held in
the
trust account may be used as consideration to pay the sellers of a
target business  . . . Any amounts not paid as consideration to
the
sellers of the target business may be used to finance operations
of
the target business."  Please discuss all possible uses of the
proceeds held in trust if such funds are released to the company.
Please include any finder`s fees and expenses that are in addition
to
those expenses to be paid from the net proceeds not held in trust.
Please reconcile this disclosure with the disclosure in the last
paragraph on page 25 in the MD&A section.

26. Please revise the parenthesizes in first sentence of the
second
paragraph on page 21.

27. We note that you have allocated $300,000 towards due diligence
of
prospective target companies.  Considering current management will
not devote a set amount of time to your endeavors, please revise
to
discuss how due diligence will be performed and who will perform
it.

28. On page 21, we note the statement that "[n]o compensation of
any
kind . . . will be paid to any of our existing stockholders."
Please
reconcile this statement with the disclosure that "existing
stockholders will receive reimbursement for . . . performing due
diligence."  Also, please explain whether the $300,000 allocated
to
due diligence in the table, would be used to pay existing
stockholders for their performance of due diligence.

Capitalization, page 22

29. The