UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
☐ | Preliminary Proxy Statement |
☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
☒ | Definitive Proxy Statement |
☐ | Definitive Additional Materials |
☐ | Soliciting Material Pursuant to §240.14a-12 |
India Globalization Capital, Inc.
(Exact name of registrant as specified in its charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box)all boxes that apply):
☒ No fee required.
☐ | |
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
☐ | ||
Fee paid previously with preliminary materials. | |
☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act |
India Globalization Capital, Inc.
10224 Falls Road, Potomac,
Maryland, 20854
ANNUAL MEETING OF STOCKHOLDERS
July 26, 2022
Dear Stockholder:
You are cordially invited to attend the Joint 2016 and 20172022 Annual Stockholders’ Meeting of Stockholders of India Globalization Capital, Inc. (“IGC,” “we,” “us,” “our” or the “Company”), which is to be held at 11410 Isaac Newton Sq., Suite 100, Reston, VA 20190,10224 Falls Road, Potomac, Maryland, on November 8, 2017September 9, 2022, at 11:00 a.m. local time. Due to the current COVID-19 outbreak and governmental restrictions of public gatherings and thinking about the wellbeing of our shareholders and employees, attendees should wear a self-provided mask that covers the nose and mouth completely at all times and practice social distancing. If you experience cold or flu-like symptoms or have been exposed to COVID-19, please stay home. If you are in attendance, you might be asked to leave the premises for the protection of the other attendees. We reserve the right to take any additional precautionary measures we deem appropriate in relation to the physical meeting and access to our premises. We may need to change the time, date or location of the Annual Meeting. If we do so, we will announce any changes in advance as required by the Securities and Exchange Commission (the “SEC”) and by any applicable state law. The Annual Meeting will commence with a discussion and voting on the matters set forth in the accompanying Notice of Annual Meeting of Stockholders followed by a report on our operations.
The Notice of Annual Meeting of Stockholders and Proxy Statement, which more fully describe the formal business to be conducted at the Annual Meeting, followfollows this letter. A copy of our Annual Report to Stockholders for the fiscal year ended March 31, 20172022, is also enclosed. We encourage you to carefully read these materials.
Whether or not you plan to attend the Annual Meeting, it is important that your shares be represented and voted at the Annual Meeting. Therefore, I urge you to promptly vote and submit your proxy by signing, dating, and returning your proxy card. Beneficial owners of shares held in street name should follow the instructions in the Proxy Statement for voting their shares. If you are a record holder and you decide to attend the Annual Meeting, you will be able to vote in person, even if you have previously submitted your proxy.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON NOVEMBER 8, 2017:
This Proxy Statement, the Notice of Annual Meeting of Stockholders, and our Annual Report to Stockholders are available at http://www.igcinc.us.
On behalf of the Board of Directors, thank you for your continued support.
Sincerely,
/s/ Richard Prins
Chairman
| FYE2022 Form DEF 14A
��
India Globalization Capital, Inc.
10224 Falls Road, Potomac,
Maryland, 20854
NOTICE OF ANNUAL MEETINGS OF STOCKHOLDERS
The Annual Meetings of Stockholders (the joint “Annual Meeting”) for the year ended March 31, 2016 and March 31, 20172022, of India Globalization Capital, Inc. (“IGC,” “we,” “us,” “our” or the “Company”) will be held at 11410 Isaac Newton Sq., Suite 100, Reston, VA 20190,10224 Falls Road, Potomac, Maryland, 20854, on November 8, 2017September 9, 2022, at 11:00 a.m. local time. Voting materials, which include this Proxy Statement, the proxy card and our Annual Report for the fiscal ended March 31, 2017, is2022, are first being mailed to Stockholders of the Company on or about October 12, 2017.
Stockholders who desire to attend the Annual Meeting should indicate such planned attendance by marking the appropriate box on the enclosed proxy card. Stockholders who do not indicate attendance at the Annual Meeting by proxy will be required to present acceptable proof of stock ownership to attend the Annual Meeting. All stockholders must furnish personal photo identification for admission to the Annual Meeting.
The Company will hold the Annual Meeting for the following purposes:
(1) | To elect Mr. Ram Mukunda and |
(2) | To ratify the appointment of |
(3) |
To approve the grant of |
(4) |
To act upon such other matters as may properly come before the Annual Meeting, including any proposal to adjourn or postpone |
Your attention is directed to the Proxy Statement accompanying this Notice for a more complete description of each of the foregoing items of business.
Only holders of record of our common stock at the close of business on October 5, 2017July 13, 2022, are entitled to notice of and to vote at the Annual Meeting and at any and all adjournments or postponements thereof.
By Order of the Board of Directors,
Richard Prins
Chairman
July 25, 2022
| FYE2022 Form DEF 14A
INDIA GLOBALIZATION CAPITAL, INC.
PROXY STATEMENT
The board of directors of India Globalization Capital, Inc.the Company (the “Board of Directors”) is soliciting proxies for the Annual Meeting. You may revoke your proxy at any time prior to voting at the Annual Meeting by submitting a later dated proxy or by giving timely written notice of your revocation to the Secretary of the Company. Proxies properly executed and received by the Secretary prior to the Annual Meeting, and not revoked, will be voted in accordance with the terms of the proxies.
Registered stockholders holding shares of the Company’s common stock may vote by completing, signing and dating the proxy card and returning it as promptly as possible. The Company will pay all of the costs associated with this proxy solicitation. Proxies may be solicited in person or by mail, telephone, telefacsimile or other means of electronic transmission by our directors, officers and employees. We will also reimburse banks, brokerage firms, and other custodians, nominees and fiduciaries for their reasonable expenses in forwarding soliciting materials to the beneficial owners of the Company’s common stock.
If you desire to attend the Annual Meeting, you should indicate your intent to attend in person when voting by marking the appropriate box on the enclosed proxy card. If you do not indicate attendance at the Annual Meeting on the proxy, you will be required to present acceptable proof of stock ownership to attend. All stockholders who attend the Annual Meeting must furnish personal photo identification for admission. If your shares are not registered in your own name and you plan to attend the Annual Meeting and vote your shares in person, you should contact your broker or agent in whose name your shares are registered to obtain a proxy executed in your favor and bring it to the Annual Meeting in order to vote.
VOTING RIGHTS
Our stockholders are entitled to one vote at the Annual Meeting for each share of Company common stock held of record as of October 5, 2017,July 13, 2022, the record date for the Annual Meeting. As of the close of business on the record date, there were approximately 27,905,27252,084,353 shares of common stock outstanding. A majority of the shares entitled to vote, present in person or represented by proxy, will constitute a quorum at the Annual Meeting.Meeting (the “Record Date”). If your shares are held in “street name”,name,” these proxy materials are being forwarded to you by your bank or brokerage firm (the “Record Holder”), along with a voting instruction card. As the beneficial owner, you have the right to direct the Record Holder on how to vote your shares, and the Record Holder is required to vote your shares in accordance with your instructions. If you do not give instructions to your bank or brokerage firm, it will nevertheless be entitled to vote your shares in its discretion on “routine matters.”
BROKER NON-VOTES
A “broker non-vote” occurs when a broker submits a proxy card with respect to shares held in a fiduciary capacity (typically referred to as being held in “street name”) but declines to vote on a particular matter because the broker has not received voting instructions from the beneficial owner. Under the rules that govern brokers who are voting with respect to shares held in street name, brokers have the discretion to vote such shares on routine matters, but not on non-routine matters. Routine matters include ratification of auditors. Non-routine matters include adoption of stock plans, authorization to issue additional shares in excess of 20 percent of shares outstanding, approval of grants of shares of common stock to the Company’s current and new employees, advisors, directors, and consultants outside of the Omnibus Incentive Plan, say-on-pay votes, and the uncontested election of directors.
The election of directors in an uncontested election is deemed to be a non-routine matter. The advisory vote on executive compensation is also a matter considered non-routine under applicable rules. The vote to approve grants of shares of common stock from time to time to the Company’s current and new employees, advisors, directors, and consultants by the board of directors is also deemed to be a non-routine matter. Accordingly, if you hold your shares in street name, in order for your shares to be voted for the election of directors at the Annual Meeting (Proposal One), and the vote to approve the issuance of in excess of 20 percent of our outstanding shares (Proposal Three), the grants of shares of common stock to grant of 1,900,000 ofup to 3,000,000 shares of common stock to the Company’s current and new employees, advisors, directors, and consultants by the board of directors (Proposal Four)Three), amendments to the Company’s Omnibus Incentive Plan (Proposal Five), and the advisory vote on executive compensation (Proposal Six) you must provide voting instructions to your broker in accordance with the voting instruction card that you will receive from your broker. Proxies received but marked as abstentions or treated as broker non-votes will be included in the calculation of the number of shares considered to be present at the Annual Meeting for quorum purposes.
For purposes of this Annual Meeting, the Company has determined that the reappointment of its independent auditors (Proposal Two) is a routine matter under applicable rules. A broker or other nominee may generally vote on routine matters, and therefore no broker non-votes are expected to exist in connection with Proposal Two. The approval of the Adjournment Proposal (Proposal Seven)Four) requires a majority of all the votes cast at a meeting at which a quorum is present. Approval of the Adjournment Proposal is not conditioned upon the approval of any other proposals in this proxy.
| FYE2022 Form DEF 14A
We are not aware of any matters that are to come before the Annual Meeting other than those described in this Proxy Statement; however, if other matters do properly come before the Annual Meeting, it is the intention of the persons named in the proxy card to vote such proxy in accordance with their best judgment.
SOLICITATION OF PROXIES
We will bear the cost of soliciting proxies. In addition to soliciting stockholders by mail through our employees, we will request banks, brokers, and other custodians, nominees, and fiduciaries to solicit customers for whom they hold our stock and will reimburse them for their reasonable, out-of-pocket costs. We may use the services of our officers, directors, and others to solicit proxies, personally or by telephone, without additional compensation. We have also engaged InvestorCom to solicit proxies on our behalf. We anticipate that the fees to InvestorCom will be approximately $2,500.
PROPOSAL ONE
ELECTION OF DIRECTORS
Our Board of Directors is currently divided into three classes, Class A, Class B, and Class C, with only one class of directors being elected in each year and each class serving a three-year term. At the joint2022 Annual Meeting, two Class C directors and one Class A director are to be elected as members of our Board of Directors: one Class C director who willDirectors to serve until the 2019 annual meeting of stockholders2025 and until their successors are duly elected and qualified, or until their earlier resignation, removal or death and one Class A director
The other current director consistsdirectors consist of one Class B director and one Class A director, who will serve until the 2018 annual meeting of stockholders2024 and 2023 Annual Stockholders’ Meetings, respectively, and until his successor istheir successors are duly elected and qualified.
Should any vacancy occur on the Board of Directors, the remaining directors would be able to fill such vacancy by the affirmative vote of a majority of the remaining directors in office, even if the remaining directors do not constitute a quorum. Any director elected by the Board of Directors to fill a vacancy would hold office for the remainder of the full term of the class of directors in which the vacancy occurred and until a successor is elected and qualified. If the size of the board is increased, additional directors will be apportioned among the three classes in order to make all classes as nearly equal as possible.
Set forth below is information regarding our Class C and Class A director nominees. Except as set forth below, there are no family relationships between any of our directors or executive officers. Each director holds his office until he or she resigns or is removed and his or her successor is duly elected and qualified.
Name | Positions | Age | Director Since | Term will Expire | |||||||
Ram Mukunda | President, Chief Executive Officer, and Director (Class C director) | 63 | 2005 | 2025 | |||||||
James Moran | Director (Class C director) | 77 | 2022 | 2025 | |||||||
Claudia Grimaldi | Vice-President, Principal Financial Officer, Chief Compliance Officer, and Director (Class A director) | 51 | 2022 | 2023 |
| FYE2022 Form DEF 14A
Ram Mukunda, has served as our Executive Chairman, Chief Executive Officer,Director of the Board, CEO and President since our inception on April 29, 2005. Mr. MukundaHe is responsible for general management and over the past seven years has been largely responsible for the Company’s strategy and positioning in the medical cannabinoids industry. He has been the chief inventor and architect of all patent filings by the Company, and the thrust into R&D and medical cannabis. He has spenttrials, which support the past four years studying the medial cannabis industryCompany’s desire to bring low-cost medications that address diseases and has assembled an impressive team of advisors with deep backgrounds in immunology, neurology, plant genomics, cannabis metabolism, and extraction technologies. Fromailments that affect humankind. Prior to IGC, from January 1990 to May 2004, Mr. Mukunda served as founder, Chairman,Founder and Chief Executive OfficerCEO of Startec Global Communications, an international telecommunications carrier focused on providing voice over Internet protocol (VOIP) services to emerging economies. Startec was the first pure play international long distance carrier. He was responsible for organizing, structuring, and integrating a number of companies owned by Startec. Under Mukunda’s tenure at Startec, the company made an initialwhich he took public offering of its equity securities in 1997 on NASDAQ. Prior to Startec, he served as Strategic Planning Advisor at Intelsat, a communications satellite services provider and prior to that worked in the bond market for a boutique firm on Wall Street. Mr. Mukunda serves as an Emeritus member on the Board of Visitors at the University of Maryland, School of Engineering. From 2001 to 2003, he was a Council Member at Harvard’s Kennedy School of Government, Belfer Center of Science and International Affairs. Mr. Mukunda is the recipient of several awards including, among others, the 2013 University of Maryland’s International Alumnus of the year award, the 2001 Distinguished Engineering Alumnus Award, the 1998 Ernst & Young, LLP’s Entrepreneur of the Year Award. He holds a B.S. degree in Electrical Engineering, a B.S degree in Mathematics, and a M.S. in Engineering from the University of Maryland. Mr. Mukunda has traveled extensively, and managed companies in Europe and Asia. He has more than 19over 20 years of experience managing a publicly-held companypublic companies and has acquired and integrated more thanover 20 companies in technology, telecommunications and social media.companies. His in-depth business experience in the medical cannabiscannabinoids industry, his knowledge of U.S. capital markets, capital structuring, international joint ventures, and broad science and engineering background make him well qualified to serve as a director of our company.
James Moran (Congressman Moran) has been our Compensation Committee Chairmanserved on the Board as an Independent Director since 2012, and hasJanuary 2022. He served on Virginia’s 8th Congressional District for 24 years, where he was known as a Director since“Problem Solver.” Throughout his tenure, he demonstrated bipartisan leadership and worked across the inception of IGC in May 2005. Mr. Shenoy isaisle to find common ground to resolve complex issues. He served on the ChairmanAppropriation, Banking and CEO of Reston, Virginia based Alyx Technologies, Inc.,Finance, and Budget committees. He played a business solutions and technology provider with operationsleadership role in the United Statesareas of defense, health, and India.the environment. During his 24 years in Congress, Congressman Moran was recognized as a champion of innovative research and development in areas including healthcare and national security, environmental protection and sustainability, and international trade and fiscal responsibility. He wasrose to senior leadership on the Appropriations Committee enabling him to bring billions of dollars into his Northern Virginia communities of Alexandria, Arlington, and Fairfax County. Having retired after 35 years in elected office, Congressman Moran is now with a major law firm and represents international and domestic clients in the defense, technology, entertainment, and international diplomacy sectors. He also serves in leadership roles for several non-profit foundations and is also a member of the Non-Resident Indian Advisory Group that advised the former Prime Minister of India on strategies for attracting foreign direct investment. He was selected for the U.S. Presidential Trade and Development Mission to IndiaGovernment Blockchain Association. Congressman Moran received a master’s degree in 1995. Mr. Shenoy was inducted into the Alumni Hall of Fame at the University of Connecticut School of Business and the School of Engineering. He was recognized as a Distinguished Alumnus of the Indian Institute of Technology (IIT) in Bombay, India in 1997. Shenoy has been named one of the Most Influential People in Washington, D.C. high tech industry as well as being awarded the 2004 Executive of the Year by the Northern Virginia Government Contractors Council. He holds a B. Tech (Hons.) in electrical engineering from the Indian Institute of Technology and an M.S. in Electrical Engineering and an M.B.A.Public Administration from the University of Connecticut SchoolsPittsburgh Graduate School of EngineeringPublic and Business Administration, respectively. Shenoy’sInternational Affairs and a bachelor’s in economics from the College of the Holy Cross.
Congressman Moran introduced the AUTISM Educators Act in 2012, which funded partnerships between public schools and higher education and non-profit organizations to promote teaching skills for educators working with high functioning autism students. He understands that treatment and education for conditions such as Autism and Alzheimer’s disease have the potential to positively impact millions of lives. With his extensive business contactsexperience in IndiaCongress and as a policy advisor on topics including health, technology, and education, we are confident Congressman Moran will be a great asset to IGC, especially at a time when we pursue Phase 2/3 human trials on IGC- AD1 on individuals that have Alzheimer’s disease. Congressman Moran’s extensive government experience, including his experience serving onsponsorship of the boards of public and private companiesAUTISM Educators Act in the United States make2012, makes him well qualified to serve as a director of our company.Company.
Claudia Grimaldi hasserved on the Board of Directors since May 2022. She is also the Vice-president, PFO, and Chief Compliance Officer, is responsible for managing the accounting and finance teams in various countries and is responsible for ensuring timely and accurate statutory and regulatory compliance (SEC, FINRA, NYSE, IRS, XETRA 2, among others). She has more than ten years of experience with SEC filings, regulatory compliance, and disclosures, having held increasing responsibilities first as Manager of financial reporting and compliance from May 2011 to 2013 and then as General Manager financial reporting and compliance from 2013 to May 2018. She also serves as a Director/Manager for some of our subsidiaries. Ms. Grimaldi graduated summa cum laude from Javeriana University, a top five university in Colombia, with a Bachelor of Arts in Psychology. She holds an MBA in General Management, graduating with Highest Honors, from Meredith College, in North Carolina. She is a member of Delta Mu Delta International Honor Society. She has also completed Executive Education courses on SEC compliance, finance from UVA, and corporate governance from the Columbia Business School. In addition, she has attended the Darden School of Business Financial Management Executives program at the University of Virginia, and SEC reporting and compliance seminars. Currently she is pursuing her Directorship Certification with the National Association of Corporate Directors (“NACD”). She is also fluent in both English and Spanish. Ms. Grimaldi’s extensive financial experience and operational knowledge of the Company makes her qualified to serve as a director of our Company.
| FYE2022 Form DEF 14A
The following sets forth below is information regarding our current Class A and Class B director.directors. Except as set forth below, there are no family relationships between any of our directors or executive officers. Each director holds his office until he or she resigns or is removed and his or her successor is duly elected and qualified.
Name | Positions | Age | Director Since | Term will Expire | |||||||
John Lynch | Director (Class A director) | 84 | 2021 | 2023 | |||||||
Richard Prins | Chairman of the Board of Directors and the Audit, Disclosure and Compensation Committees (Class B director) | 65 | 2007 | 2024 |
Richard Prins
has been our Chairman and Audit Committee Chairman since 2012John Lynch has served as an Independent Director since January 2021. He is also a member of the Audit and Compensation Committees. Mr. Lynch helped negotiate the licensing of the patent filed by the University of South Florida titled “Extreme Low Dose THC as a Therapeutic and Prophylactic Agent for Alzheimer’s Disease,” which is the basis for our Hyalolex Drops of Clarity™, available only in Puerto Rico, as well as the IGC-AD1 formulation, subject of a Phase 1 trial. Mr. Lynch has been an independent consultant since 2003, and, for the past five years, he has served IGC as an Advisor. Mr. Lynch has been instrumental in developing the intellectual property strategy for the Company. Thanks to Mr. Lynch’s strategy and support, the Company has filed eleven patents with the United States Patent & Trademark Office (USPTO) including formulations for Cannabidiol-based compositions and methods for treating pain, cachexia and eating disorders, seizures, CNS disorders, restoring energy, stuttering and Tourette syndrome (TS), and Alzheimer’s disease related symptoms. Mr. Lynch was an adjunct professor of law at Georgetown University Law Center, as well as an adjunct professor in Intellectual Property (IP) Law at the University of San Francisco School of Law. Mr. Lynch received a B.S., Chemistry, in 1960 from Fordham College and a J.D. in 1963 from Georgetown University Law Center. Mr. Lynch’s extensive experience make him qualified to serve as a director of our Company.
Vote Required and Board of Directors Recommendation
The election of the nomineesnominee for director requires a pluralitymajority of the votes cast,present at the meeting and entitled to vote, in person or by proxy. Generally, the nominees for director receiving the highest number of affirmative votes from the shares voted at the Annual Meeting will be elected as directors. In this Annual Meeting, our nominees for director (Proposal One) will be elected so long as he receives a plurality of the votes cast in the election. In determining whether the proposal has been approved, abstentions will be counted for purposes of determining the presence or absence of a quorum butand will have no other legal effect under Maryland law,be counted as votes against the purpose, and broker non-votes will not be counted as votes for or against the proposal or as votes present and voting on the proposal.
Stockholders do not have the right to cumulate their votes in the election of directors. If, at the time of the Annual Meeting, the nominee should be unavailable to serve as a director, it is intended that votes will be cast, in accordance with the enclosed proxy, for such substitute nominee as may be nominated by the Board of Directors, or the Board of Directors may reduce the number of directors. The nominee has consented to being named in this Proxy Statement and to serve if elected.
The Board of Directors recommends that the stockholders vote FOR the election of the nominees set forth above.Properly executed and delivered proxies solicited by management for which no specific direction is included will be voted FOR the election of the nominees listed to serve as directors.
| FYE2022 Form DEF 14A
PROPOSAL TWO
RATIFICATION OF THE APPOINTMENT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS
On July 13, 2021, the Audit Committee of the Board has selected AJSHManohar Chowdhry & CompanyAssociates as the Company’s independent registered public accountants for theboth fiscal yearyears ending March 31, 2018.
Manohar Chowdhry & CompanyAssociates served as the Company’s independent auditors for the fiscal yearyears ended March 31, 2017,2019, 2020, 2021, and 2022 reviewing the Company’s financial statements. Services provided to the Company by AJSHManohar Chowdhry & CompanyAssociates for the 20172021 and 2022 fiscal yearyears are described in “Audit Information.” A representative of AJSHManohar Chowdhry & CompanyAssociates will not be present at the meeting.
Although stockholder ratification is not required by the Company’s Bylaws or otherwise, the Board of Directors is requesting that stockholders ratify the selection of AJSHManohar Chowdhry & CompanyAssociates as the Company’s independent registered public accountants to make an examination of the financial statements of the Company for the 20182023 fiscal year. If stockholders do not ratify the selection of AJSHManohar Chowdhry & CompanyAssociates at the Annual Meeting, the Audit Committee will reconsider whether or not to retain that firm for future audits. Even if the selection is ratified, the Audit Committee in its discretion may direct the appointment of different independent auditors at any time during the year if it determines that such change would be in the best interests of the Company and its stockholders.
Vote Required and Board of Directors Recommendation
The ratification of the appointment of AJSHManohar Chowdhry & CompanyAssociates as the Company’s independent registered public accountants for the 20182023 fiscal year will require the affirmative vote of the holders of a majority of the shares of outstanding common stock present or represented at the Annual Meeting and entitled to vote thereat. In determining whether the proposal has been approved, abstentions will be counted as votes against the proposal, and broker non-votes will not be counted as votes for or against the proposal or as votes present and voting on the proposal.
The Board of Directors recommends that you vote FOR the ratification of the appointment of AJSHManohar Chowdhry & CompanyAssociates as the Company’sCompany’s independent registered public accountants for the 20182023 fiscal year.Proxies solicited by management for which no specific direction is included will be voted FOR ratification of the appointment of AJSHManohar Chowdhry & Company.
PROPOSAL THREE
GRANT OF 1,900,0003,000,000 SHARES OF COMMON STOCK
TO OUR CURRENT AND NEW OFFICERS, DIRECTORS, EMPLOYEES,
ADVISORS AND CONSULTANTS
Our Board of Directors is requesting that IGC stockholders approve a grant of 1,900,0003,000,000 shares of common stock to current and new officers, directors, employees, advisors and consultants (the “Compensation Shares”).
The Compensation Committee believes that the grant of a portionthe Compensation Shares to some of these shares toits current officers, employees, directors, advisors, and consultants is important in order to align their interests with the interests of the Company and its shareholders, andas well as to retain them as the Company builds its specialty pharmaceuticalPlant and Cannabinoid business and moves into clinical trials, in an industry brimming with opportunity, high growth, and high relative valuations. Our management
| FYE2022 Form DEF 14A
Among the accomplishments achieved by the Company in fiscal 2022 are the following: i) the Company completed Phase 1 of human clinical trials for its product IGC-AD1 targeting Alzheimer’s disease; ii) the Company has engaged and advisors have identified gapscontinues to engage more Principal Investigators and study sites to start conducting Phase 2 trial on IGC-AD1 on the second half of the current calendar year to assess it as a symptom modifying agent, specifically on agitation in cannabinoid-based therapy patent filings, worked on several patents for cannabinoid based therapies and filed six patents withdementia due to Alzheimer’s disease; iii) the USPTO, andCompany recently acquired rights to a family of naphthalene monoimide (“NMI”) molecules. TGR-63, a lead NMI molecule, is an enzyme inhibitor that has been shown in pre-clinical trials to reduce neurotoxicity in Alzheimer’s cell lines and improve memory in an Alzheimer’s mouse model. Subject to further study, research, and development, TGR-63 could give the Company a potential blockbuster treatment baseddisease modifying agent and help expand the Company’s pursuit of a drug that can potentially treat or modify Alzheimer’s; and (iv) on Tetrahydrocannabinol (THC) for Alzheimer’s disease. All this while winding down operations in China, winding down operations and selling its operations in Hong Kong and extricating IGC from its investment in Brilliant Hallmark, processes that resulted in retiring about 6.6 million shares, and realigningJune 7, 2022, the company to takeUSPTO issued a first mover advantage in the cannabis based combination therapy sector. In addition, all six patent filings are assigned(#11,351,152) to the Company. Further,Company titled “Method and Composition for Treating Seizures Disorders.” The patent relates to compositions and methods for treating multiple types of seizure disorders and epilepsy in humans and animals using a combination of cannabidiol (CBD) with other compounds. Subject to further research and study, the current management with its considerable experiencecombination is intended to reduce side effects caused by hydantoin anticonvulsant drugs such as phenobarbital, by reducing the dosing of anticonvulsant drugs in compliance,humans, dogs, and outsourced model has enabled the Company to operate with relatively low overheads.
The Board of Directors will determine, subject to vesting, the award of the Compensation Shares among its current officers, employees, directors, advisors, and consultants based on the Compensation Committee’s recommendation and depending on specific factors like individual’s contribution to the Company’s business advancement and creation of intellectual property, NYSE/SEC/IRS compliance, business strategy, overhead and expenses control/savings and management of daily operations, amongst others. As of the date of this filing,Proxy Statement, IGC has no contractual agreement to issue to any of its current officers, employees, directors, advisors, and consultants any shares of the issued and outstanding shares of the common stock of IGC. As of the date of this Proxy Statement, the Compensation Committee has not made a determination of the amount of Compensation Shares to be awarded to current officers, employees, directors, advisors, and consultants and the amount to be used in the future to recruit specialists. The NYSE American rules require IGC stockholders’ approval prior to the issuance of the Compensation Shares.
At the Compensation Committee believes that it is imperative to add specialists in various areas: individuals that are research scientists, medical doctors, clinical trial experts, veterinarian sciences,Record Date, 606,309 shares of the Company’s Common Stock remained available for future grants under the Company’s existing equity plan. On the Record Date, the closing price of our Common Stock was $0.51 per share. On the Record Date, directors and FDAexecutive officers, including the Named Executive Officers, and approximately 20 employees and consultants among others. The Board proposes to use a portion of these shares to help recruit and align their interests with those of the Company and its shareholders. Accordingly,were eligible to participate in the amountreceipt of the Compensation Shares awardedShares.
Securities Authorized for Issuance Under Equity Compensation Plans
The following table shows (in thousands), as of July 13, 2022, information regarding outstanding awards available under our compensation plans (including individual compensation arrangements) under which our equity securities may be delivered.
Plan category | (a) Number of securities to be issued upon exercise of outstanding options, warrants and rights (1) (in thousands) | (b) Weighted- average exercise price of outstanding options, warrants and rights | (c) Number of securities available for future issuance (excluding shares in column (a)(1) (in thousands) | |||||||||
Equity compensation plans approved by security holders: | ||||||||||||
2018 Omnibus Incentive Plan (1) | 1,640 | $ | 0.43 | 379 | ||||||||
Special Grant (2) | 5,431 | $ | 1.16 | 227 | ||||||||
(1) Consists of our 2018 Omnibus Incentive Plans, as approved by our stockholders on November 8, 2017. See Note 14, “Stock-Based Compensation” of the Notes to current officers, employees, directors, advisors,the Consolidated Financial Statements included in our Annual Reports on Form 10-K filed with the SEC on June 22, 2022.
(2) Consists of a total of 8 million shares of common stock from three special grants approved by our stockholders on January 7, 2020, on January 11, 2021, and consultants and those used in the future to recruit specialists is not presently determinable.
| FYE2022 Form DEF 14A
Vote Required for Special Grant of Shares
The approval of the grant of shares of our common stock to current/new
The Board of Directors recommends that you vote FOR thegrant of shares of common stock to the Company’s current and new officers, employees, directors, advisors, and consultants. Proxies solicited by management for which no specific direction is included will be voted FOR thegrant of shares of common stock to the Company’s current and new officers, employees, directors, advisors, and consultants
PROPOSAL FIVE
THE ADJOURNMENT PROPOSAL
If, at the Annual Meeting of stockholders on November 8, 2017,September 9, 2022, the number of shares of the Company’s common stock present or represented and voting in favor of adoption or rejection of the proposals is insufficient to adopt such proposals under the applicable rules and regulations, the Company’s Executive Chairman intends to move to adjourn the Annual Meeting in order to enable our Board of Directors to solicit additional proxies.
In this Proposal Seven,Four, we are asking you to authorize Ram Mukunda or Richard Prins to vote in favor of an adjournment of the Annual Meeting to another time and place for the purpose of soliciting additional proxies. If the stockholders approve the Adjournment Proposal, we could adjourn the Annual Meeting, and any adjourned session of the Annual Meeting, and use the additional time to solicit additional proxies, including the solicitation of proxies from stockholders that have previously submitted proxies. Among other things, approval of the Adjournment Proposal could mean that, even if we had received proxies representing a sufficient number of votes against some of the proposals, we could adjourn the Annual Meeting without a vote on that particular proposal and seek to convince the holders of those shares to change their votes to votes in favor of adoption of such proposal.
If our stockholders do not approve the Adjournment Proposal, our Board of Directors may not be able to adjourn the Meeting to a later date in the event there are not sufficient votes at the time of the Meeting.
Vote Required and Board Recommendation
The Adjournment Proposal, if a quorum is present, requires the affirmative vote of a majority of the votes, which could be cast by holders of all shares of stock entitled to vote thereon, which are present in person or by proxy at the Annual Meeting. In the absence of a quorum, the stockholders present, by majority vote, may adjourn the Meeting. Broker non-votes will have no effect on the outcome of the vote on the Adjournment Proposal.
Our Board of Directors recommends that you vote FOR the Adjournment Proposal. Proxies solicited by management for which no specific direction is included will be voted FOR the Adjournment Proposal.
SECURITY OWNERSHIP OF BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information regarding the beneficial ownership of our common stock as October 5, 2017,of July 13, 2022, by each person known by us to be the beneficial owner of more than 5 percent5% of our outstanding shares of common stock, each of our executive officers and directors, and all of our officers and directors as a group.
Beneficial ownership is determined in accordance with the rules of the Securities and Exchange CommissionSEC and does not necessarily indicate beneficial ownership for any other purpose. Under these rules, beneficial ownership includes those shares of common stock over which the stockholder has sole or shared voting or investment power. It also includes shares of common stock that the stockholder has a right to acquire within 60 days through the exercise of any option, warrant or other right. The percentage ownership of the outstanding common stock, which is based upon shares of common stock outstanding as October 5, 2017,of July 13, 2022, is based on the assumption, expressly required by the rules of the Securities and Exchange Commission,SEC, that only the person or entity whose ownership is being reported has exercised options or warrants to purchase shares of our common stock.
| FYE2022 Form DEF 14A
Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all shares of common stock beneficially owned by them. Unless otherwise noted, the nature of the ownership set forth in the table below is common stock of the Company. The table below sets forth as of October 5, 2017,July 13, 2022, except as noted in the footnotes to the table, certain information with respect to the beneficial ownership of the Company’s common stock by (i) all persons or groups, according to the most recent Schedule 13D or Schedule 13G filed with the Securities and Exchange CommissionSEC or otherwise known to us, to be the beneficial owners of more than 5 percent5% of the outstanding common stock of the Company, (ii) each director of the Company, (iii) the executive officers named in the Summary Compensation Table, and (iv) all such executive officers and directors of the Company as a group.
| Shares Owned | ||||||||
| Name and Address of Beneficial Owner (1) | Number of Shares Beneficially Owned | Percentage of Class* | ||||||
| Ranga Krishna (2) | 1,522,676 | 5.5 | % | |||||
| Ram Mukunda | 3,389,233 | 12.1 | % | |||||
| Richard Prins | 457,000 | 1.6 | % | |||||
| Sudhakar Shenoy | 830,000 | 3.0 | % | |||||
| John Cherin (3) | 325,000 | 1.2 | % | |||||
| All Executive Officers and Directors as a group (3 persons) | 16.8 | % | ||||||
Shares Owned | ||||||||
Name and Address of Beneficial Owner/Named Executive Officers and Directors: (1) | Number of Shares Beneficially Owned (3) | Percentage of Class* | ||||||
Ram Mukunda (2) | 6,374,760 | 10.8 | % | |||||
Claudia Grimaldi | 837,987 | 1.4 | % | |||||
Richard Prins | 1,330,000 | 2.3 | % | |||||
James Moran | 150,000 | 0.3 | % | |||||
John Lynch | 396,901 | 0.7 | % | |||||
All Executive Officers and Directors as a group (5 persons) | 9,089,648 | 15.5 | % | |||||
*Based on approximately 27,905,272fully diluted 58,768,904 shares of common stock outstanding as of October 5, 2017.
(1) | Unless otherwise indicated, the address of each of the individuals listed in the table is c/o India Globalization Capital, Inc., |
(2) | The beneficial ownership table does not include 777,417 shares |
(3) | The beneficial ownership table includes approximately 5.1 million shares granted but not vested/issued to individuals listed in the table as of July 13, 2022. |
DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE OF THE COMPANY
Information about our executive officers, and Directors
The names, ages, and positions of our executive officers and directors as of October 5, 2017, areMarch 31, 2022, were as follows:
Name | Positions | Age | Director Since | Term will Expire | |||||||
Ram Mukunda | President, Chief Executive Officer, and Director (Class C director) | 63 | 2005 | 2022 | |||||||
Richard Prins | Chairman of the Board of Directors and the Audit, Disclosure and Compensation Committees (Class B director) | 65 | 2007 | 2024 | |||||||
John Lynch | Director (Class A director) | 84 | 2021 | 2023 | |||||||
James Moran | Director (Class C director) | 77 | 2022 | 2022 | |||||||
Claudia Grimaldi | Vice-President, Principal Financial Officer, Chief Compliance Officer, and Director (Class A director) | 51 | 2022 | 2023 |
| FYE2022 Form DEF 14A
| Name | Positions | Age | Director Since | Term will Expire | |||||||||
| Ram Mukunda | President, Chief Executive Officer and Director (Class C director) | 59 | 2005 | 2019 | |||||||||
| Mr. Rohit Goel | Co-Principal Financial and Accounting Officer | 23 | — | — | |||||||||
| Mr. Shajy Mathilakathu | Co-Principal Financial and Accounting Officer | 49 | — | — | |||||||||
| Richard Prins | Chairman of the Board of Directors (Class B director) | 60 | 2007 | 2018 | |||||||||
| Sudhakar Shenoy | Director (Class A director) | 70 | 2005 | 2017 | |||||||||
The principal occupations for the past five years (and, in some instances, for prior years) of each of our two recently appointed Co-Principal Accounting Officers, Mr. Shajy Mathilakathuexecutive officers and Mr. Rohit Goel,directors are set out below and for others in Proposal One. There are no family relationships between any of our executive officers or directors.
Board of Directors; Independence
Our Board of Directors is divided into three classes (Class A, Class B, and Class C) with only one class of directors being elected in each year and each class serving a three-year term. The term of office of the Class A director, consisting of Sudhakar Shenoy,John Lynch and Claudia Grimaldi, will expire at the 20172023 annual meeting of stockholders. The term of office of the Class B director, currently consisting of Richard Prins, will expire at the 20182024 annual meeting of stockholders. The term of office of the Class C director, currently consisting of Ram Mukunda technically expiredand James Moran, will expire at the 20162025 annual meeting of stockholders.stockholders assuming the directors are re-elected at this Annual Meeting. These individuals have played a key role in identifying and evaluating prospective acquisition candidates, selecting the target businesses, and structuring, negotiating, and consummating acquisitions.
The NYSE American, upon which our shares are listed, requires the majority of our Board to be “independent.” The NYSE American listing standards define an “independent director” generally as a person, other than an officer or an employee of the company,Company, who does not have a relationship with the companyCompany that would interfere with the director’s exercise of independent judgment. Consistent with these standards, the Board of Directors has determined that Messrs. Prins, Moran, and ShenoyLynch are independent directors.
Board leadership structure
The Board believes its current leadership structure best serves the objectives of the Board’s oversight of management, the Board’s ability to conduct its roles and responsibilities on behalf of IGC’s shareholders, and IGC’s overall corporate governance. The Board also believes that the separation of the Chairman and CEO roles allows the CEO to focus his time and energy on operating and managing IGC, while leveraging the Chairman’s experience and perspectives. The Board periodically reviews its leadership structure to determine whether it continues to best serve IGC and its shareholders.
Board oversight of risk management
The Board is responsible for overseeing the major risks facing the Company while management is responsible for assessing and mitigating the Company’s risks on a day-to-day basis. The Board has designated the Audit Committee
Audit committee
Our Board of Directors has established an Audit Committee currently composed of two independent directors who report to the Board of Directors. Messrs. Prins and Shenoy,Lynch, each of whom is an independent director under the NYSE American listing standards, serve as members of our Audit Committee. Mr. Prins is the Chairman of our Audit Committee. In addition, we have determined that Messrs. Prins and ShenoyLynch are “audit committee financial experts,” as that term is defined under Item 407 of Regulation S-K of the Securities Exchange Act of 1934.S-K. The Audit Committee is responsible for meeting with our independent accountants regarding, among other issues, audits and the adequacy of our accounting and control systems.
Compensation Committee
Our Board of Directors has established a Compensation Committee composed of two independent directors, Messrs. ShenoyLynch, and Prins. Mr. ShenoyPrins is the current Chairman of our Compensation Committee. The Compensation Committee’s purpose is to review and approve compensation paid to our officers and directors and to administer our 20082018 Omnibus Incentive Plan. As per the compensation committee charter, candidate experience, knowledge, and performance are used to evaluate the candidate Plan, and if adopted (i)Proposal Three is approved, to administer the grant of up to 3,000,000 shares. The compensation is accordingly decided for the Compensation Sharescandidate as per the industry standards. The Committee follows the compensation committee charter, which is reviewed once a year and (ii)available on the 2018 Omnibus Incentive Plan.Company’s website.
| FYE2022 Form DEF 14A
Compensation Committee Interlockscommittee interlocks and Insider Participation
Our Compensation Committee is comprised of two independent members of the Board of Directors, Richard Prins and Sudhakar Shenoy.John Lynch. No executive officer of the Company served as a director or member of the compensation committee of any other entity.
Nominating and Corporate Governance Committee
In the future, we intend to establish a nominating and corporate governance committee. The primary purpose of the nominating and corporate governance committee will be to identify individuals qualified to become directors, recommend to the Board of Directors the candidates for election by stockholders or appointment by the Board of Directors to fill a vacancy, recommend to the Board of Directors the composition and chairs of Board of Directors committees, develop and recommend to the Board of Directors guidelines for effective corporate governance, and lead an annual review of the performance of the Board of Directors and each of its committees. We do not have any formal process for stockholders to nominate a director for election to our Board of Directors. Currently, nominations are selected or recommended by a majority of the independent directors as stated in Section 804(a) of the NYSE American Company Guide.
Disclosure Committee
The CEO and the PFO supervise and oversee the Disclosure Committee. The Board has appointed Mr. Richard Prins as the Chairperson of the Disclosure Committee. The Disclosure Committee’s responsibilities are to design, implement and regularly evaluate the Company’s internal controls and procedures, to ensure that the company provides the stakeholders, including the SEC, security holders, and the investment community, disclosures that comply with regulations and other compliance obligations. The Disclosure Committee will review all required material and relevant reports related to disclosure statements, including annual reports on Form 10-K, quarterly reports on Form 10-Q, press releases, and social media containing financial information and other related public documents. The Disclosure Committee meets not less than once per quarter and reviews and reassess the adequacy of the Disclosure Committee’s Charter at least annually.
Ownership Guidelines
To align the interests of the Board of Directors directly with the interests of the stockholders, the Committee recommends that each Board member maintain a minimum ownership interest in our company. We have implemented IGC’s Stock Ownership Guidelines requiring directors to retain ownership of 35% of the common stock that they receive upon joining the Board, if any, and that they receive as part of any compensation during their tenure on the Board, if any, except that the Stock Ownership Guidelines shall not apply where a director transfers stock to a personal trust(s) or makes a gift.
Audit Committee Financial Expert
The Audit Committee will at all times be composed exclusively of “independent directors” who are “financially literate,” as defined under the NYSE American listing standards.standards, who understand the audit committee functions. The NYSE American’s 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 NYSE American that the Audit Committee has, and will continue to have, at least one member who has past employment experience in finance, accounting, or accounting,auditing, requisite professional certification in accounting, or other comparable experience or background that results in the individual’s financial sophistication.sophistication, along with understanding of internal control over financial reporting. The Board of Directors has determined that Messrs. Prins and ShenoyLynch satisfy the NYSE American’s definition of financial sophistication and qualify as “audit committee financial experts,” as defined under rules and regulations of the Securities and Exchange Commission.
Board and Committee Meetings
During the fiscal year ended March 31, 2017,Fiscal 2022, there were thirteen19 Board meetings, five8 meetings of the Audit Committee and four2 Compensation Committee meetings, all of which were attended, either in person or telephonically, by all of our directors of the Board and all of the members of the committees, respectively.
| FYE2022 Form DEF 14A
Communications with Directors
Any director may be contacted by writing to him c/omatter intended for the SecretaryBoard, or any individual member of the CompanyBoard should be directed to Investor Relations at the Company’s principal executive offices. Communicationsoffice, with a request to forward the communication to the non-management directors as a group may be sentintended recipient. In general, any shareholder communication delivered to the Independent Directors c/oCompany for forwarding to Board members will be forwarded in accordance with the Secretary ofshareholder’s instructions. However, the Company atreserves the same address. We will promptlyright not to forward without screening other than normal security procedures for all our mail, all correspondence to the indicated directorBoard members any abusive, threatening, or directors.
Indemnification Agreements
We are party to indemnification agreements with each of the executive officers and directors. Such indemnification agreements require us to indemnify these individuals to the fullest extent permitted by law. Under the terms of the indemnification agreements, we intend to agree to indemnify our officers and directors against expenses, judgments, fines, penalties, or other amounts actually and reasonably incurred by the independent director in connection with any proceeding if the officer or director acted in good faith and did not derive an improper personal benefit from the transaction or occurrence that is the basis of the proceeding.
Annual Meeting Attendance
All directors, either in person or telephonically, attended the 2021 annual shareholders meeting. We do not have a formal policy requiring directors to attend stockholder meetings but we encouragethe members of theour Board of Directors to attend the annual meetingstockholder meetings in person or by telephone or video conference.
Corporate governance, code of stockholders. One of our directorsconduct and our management attended the last annual meeting of shareholders.
A code of business conduct and ethics is a written standard designed to deter wrongdoing and to promote (a) honest and ethical conduct, (b) full, fair, accurate, timely and understandable disclosure in regulatory filings and public statements, (c) compliance with applicable laws, rules, and regulations, (d) the prompt reporting violation of the code and (e) accountability for adherence to the code. The Company has adopted a written code of ethics (the “Senior Financial Officer Code“Code of Ethics”) that applies to the Company’s Chief Executive Officer and senior financial officers, including the Company’s Principal Accounting Officer, Controller, and persons performing similar functions (collectively, the “Senior Financial Officers”), in accordance with applicable federal securities laws and the rules of the NYSE American.American, and to all employees. Investors or any other person may view our Senior Financial Officer Code of Ethics free of charge on the corporate governance subsection of the investor relations portion of our website at www.igcinc.us. The Company has established separate audit and compensation committees that are described below.elsewhere in this report. The Company does not have a separate nominating committee. Accordingly, Board of Director nominations occur by either selection or recommendation of a majority of the independent directors.
All our data, except accounting data, is stored in the cloud on multiple servers which helps us mitigate the overall risk of losing data. As part of corporate governance, we also have a cybersecurity policy that employees are required to comply with to safeguard their systems from cyber-attacks.
Director and Analysis
The Company has adopted a policy which prohibits our officers, non-employee directors, and approve,key personnel from purchasing financial instruments (including prepaid variable forward contracts, equity swaps, collars, and exchange funds), or otherwise engage in some cases recommend for the approval of the full Board of Directors the annual compensation for the executive officers of our company. This Committee has the responsibility for establishing, implementing and monitoring our compensation strategy and policy. Among its principal duties, the Committee ensurestransactions, that the total compensation of the executive officers is fair, reasonable and competitive.
Delinquent Section 16(a) reports
Section 16(a) of the incentivesSecurities and Exchange Act of 1934, as amended, requires our officers, directors, and beneficial owners of more than 10% of our equity securities to executivestimely file certain reports regarding ownership of and transactions in our securities with the SEC. Copies of the required filings must also be furnished to us. Section 16(a) compliance was required during Fiscal 2022. Based solely on a review of Forms 3, 4, and 5 and amendments thereto furnished to us pursuant to Rule 16a-3(e) under the Exchange Act, we believe that Fiscal 2022’s filing requirements under Section 16(a) of the Exchange Act have been in the form of non-cash incentives in order to better align the goals of executivessatisfied, except for (1) a Form 4 reporting one transaction by Rohit Goel filed with the goals of stockholders.
| FYE2022 Form DEF 14A
Compensation for Executive Officers of the Company
The following table sets forth information concerning all cash and non-cash compensation awarded to, earned by, or paid to (i) all individuals serving as the Company’ssmaller reporting company's principal executive officer or acting in a similar capacity during the last two completed fiscal years,year (PEO), regardless of compensation level, andlevel; (ii) the Company’ssmaller reporting company's two most highly compensated executive officers other than the principalPEO who were serving as executive officers serving at the end of the last two completed fiscal years (collectively,year and whose compensation exceeded $100,000 a year; and (iii) up to two additional individuals for whom disclosure would have been provided pursuant to paragraph (ii) but for the “Named Executive Officers”).
Summary Compensation Table
| Name and Principal Position | Year | Salary | Bonus | Option/ Stock Awards | Total Compensation | |||||||||||||
| Ram Mukunda (1) | 2017 | $ | 300,000 | $ | - | $ | 125,000 | $ | 425,000 | |||||||||
| President and Chief Executive Officer | 2016 | $ | 300,000 | $ | - | $ | 269,000 | $ | 569,000 | |||||||||
| John Cherin (2) | 2017 | $ | 20,500 | $ | $ | 40,000 | $ | 60,500 | ||||||||||
| CFO, Treasurer and Principal Financial and Accounting Officer | ||||||||||||||||||
(in thousands)
Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards (1) ($) | Other compensation (2) ($) | Total Compensation ($) | ||||||||||||||||
Ram Mukunda | 2022 | 320 | 200 | 4,974 | 9 | 5,503 | ||||||||||||||||
President and CEO | 2021 | 292 | 500 | - | 9 | 801 | ||||||||||||||||
Claudia Grimaldi | 2022 | 150 | 75 | 516 | 1 | 742 | ||||||||||||||||
Vice President, CCO, and PFO | 2021 | 147 | 100 | - | 1 | 248 | ||||||||||||||||
(1) | The |
(2) | Includes life insurance. |
Compensation toDirectors
(in thousands)
The following table sets forth information with respect to outstanding equity awards held byshows, for fiscal 2022, the Company’s named Executive Officers as of March 31, 2017.
| Name | Shares | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | ||||||||||||||||
| Ram Mukunda | 2,288,433 | (1 | ) | - | - | $ | - | - | |||||||||||||
| John Cherin (3) | 300,000 | (2 | ) | - | - | $ | - | - | |||||||||||||
Name | Stock Awards (1) | Total Compensation ($) | ||||||
Richard Prins | 800 | 977 | ||||||
James Moran | 150 | 147 | ||||||
John Lynch | 300 | 377 | ||||||
(1) | The Stock Awards represent the fair value of stock awards to the named director as computed using the closing price at the day of grant. The Stock Awards include vested and unvested grants of stock awards as reflected in the table titled “Stock Awards at Fiscal Year End.” They also include two categories of Stock Awards that are set out in the tables titled “Performance Based Stock Awards” and “Market Price Based Stock Awards” neither of these categories of Stock Awards vested as of March 31, 2022. Two milestones of the Performance based Category of Stock Awards described elsewhere were met during June 2022. Therefore, a total of 163 thousand shares vested as of the filing of this Form DEF14A. |
| FYE2022 Form DEF 14A
Outstanding Equity Awards at Fiscal End
(in fiscal 2015, an additional special grant of 250,000 shares each, which was approved by the Company’s shareholders on September 12, 2014 that vested on November 4, 2015. All compensation paid to our employee director is set forth in the tables summarizing executive officer compensation above. thousands)
Name | Number of shares or units of stock that have not vested (#) | Market value of shares or units of stock that have not vested ($) | Market value of vested stock awards in Fiscal Year ($) | Total Value of Stock Awards ($) | ||||||||||||
Ram Mukunda | 3,867 | 4,511 | 463 | 4,974 | ||||||||||||
Claudia Grimaldi | 317 | 400 | 116 | 516 | ||||||||||||
Richard Prins | 700 | 838 | 139 | 977 | ||||||||||||
James Moran | 100 | 98 | 49 | 147 | ||||||||||||
John Lynch | 150 | 168 | 209 | 377 | ||||||||||||
The OptionStock Awards column reflectsreflect the grant date fair value, in accordance with Accounting Standards Codification (ASC) Topic 718, Compensation — Stock Compensation (formerly Statement of Financial Accounting Standards (SFAS) No. 123R) for awards pursuant to the Company’s equity incentive program.
Included in the tables above are two categories of Stock Awards: (i) performance-based stock awards that are based on achieving milestones in the area of drug development; and (ii) market price-based awards, based on advancing the IGC stock price.
The Company believes that as of March 31, 2022, 1.25 million Stock Awards are not probable. Two milestones of the Performance based Category of Stock Awards were met during June 2022. Therefore, a total of 1 million shares vested as of the filing of this Form DEF14A.
The assumptions used in calculating fair value and amortization schedule based on the calculationprobability of these amounts for the fiscal year ended March 31, 2017achieving milestones and targets are included in Note 16,14, “Stock-Based Compensation” of the Notes to the Company’s audited financial statements forConsolidated Financial Statements included in our Annual Reports on Form 10-K filed with the fiscal year ended March 31, 2017.SEC on June 22, 2022. The Company cautions that the amounts reported in the Director Compensation Table for these awards may not represent the amounts that the directors will actually realize from the awards. Whether, and to what extent, a directoran individual realizes value will depend on the Company’s actual operating performance and stock price fluctuations.
Employment Contracts
Ram Mukunda has served as President and Chief Executive Officer of our companyCompany since its inception. On July 14, 2014 we, IGC-MNovember 18, 2021, the Company, and Mr. Mukunda entered into the 20142021 CEO Employment Agreement.Agreement that expires on November 17, 2026. Pursuant to the 20142021 CEO Employment Agreement, which will be effective until July 2019, we pay Mr. Mukunda a base salary of $300,000$360,000 per year. The Employment Agreement provides that the Board of Directors of our companyCompany may review and update the targets and amounts for the net revenue and salary and contract bonuses on an annual basis. Mr. Mukunda is entitled to benefits, including insurance, participation in company-wide 401(K)401(k), reimbursement of business expenses, 20 days of annual paid vacation, sick leave, domestic help, driver, cook, and a car (subject to partial reimbursement by Mr. Mukunda of leaserental payments for the car and reimbursement of business expenses).
Claudia Grimaldi has served as Vice President, Principal Financial Officer, Chief Compliance Officer, and Director of our subsidiaries since May 9, 2018. On June 14, 2019, the Company and Ms. Grimaldi entered into an Employment Agreement that expires on May 8, 2023 (the “2019 Employment Agreement”). Pursuant to the Employment Agreement, we pay Ms. Grimaldi a base salary of $150,000 per year. The Employment Agreement provides that the Company may review and update performance targets and contract bonuses on an annual basis. Ms. Grimaldi is entitled to benefits, including insurance, participation in company-wide 401(k), reimbursement of business expenses, 20 days of annual paid vacation, sick leave, and a car (subject to partial reimbursement by Ms. Grimaldi of rental payments for three years.the car). In the event of a termination without cause, including a change of control, we would be required to pay Ms. Grimaldi 1.5 times her compensation. In addition, unvested shares that would otherwise vest in a 12-month period would be subject to immediate vesting.
For non-employee directors, the Company has a standard compensation arrangement such as fees for committee service, service as chairperson of the board, or a committee, and meeting attendance.
| FYE2022 Form DEF 14A
Compensation Risk Assessment
In setting compensation, the Compensation Committee considers the risks to our stockholders and to achievement of our goals that may be inherent in our compensation programs. The Compensation Committee reviewed and discussed its assessment with management and outside legal counsel and concluded that our compensation programs are within industry standards and are designed with the appropriate balance of risk and reward to align employees’ interests with those of our companyCompany and do not incent employees to take unnecessary or excessive risks. Although a portion of our executives’ and employees’ compensation is performance-based and “at risk,” we believe our compensation plans are appropriately structured and are not reasonably likely to result in a material adverse effect on our company.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
Certain Relationships and Related Transactions
During the last two fiscal years, we have not entered into any material transactions or series of transactions that would be considered material in which any officer, director or beneficial owner of 5 percent5% or more of any class of our capital stock, or any immediate family member of any of the preceding persons, had direct or indirect material interest, nor are there any such transactions presently proposed, other than the agreements with the affiliates of our CEO and CFO as described under “Executive Compensation – Compensation for Executive Officers of the Company.”
Review, approval, or ratification of related party transactions
We are party to indemnification agreements with each of the executive officers and director. Such indemnification agreements require us to indemnify these individuals to the fullest extent permitted by law.
AUDIT INFORMATION
Principal Accountant Fees and Services
Manohar Chowdhry & Co LLP, Chartered Accountants (“AJSH & Co LLP”)Associates (MCA) is our Principal Independent Registered Public Accounting Firm engaged to examine our financial statements for the fiscal year ended March 31, 2016.Fiscal 2022. During the Company’s two most two recent fiscal years ended March 31, 20162022, and 20152021, and through June 25, 2016,6, 2022, the Company did not consult with AJSH & Co LLPMCA on (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that may be rendered on the Company’s financial statements, and AJSH & Co LLP haveMCA has not provided either a written report or oral advice to the Company that was an important factor considered by the Company in reaching a decision as to any accounting, auditing, or financial reporting issue; or (ii) the subject of any disagreement, as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions, or a reportable event within the meaning set forth in Item 304(a)(1)(v) of Regulation S-K.
Audit Relatedrelated and Other Fees
The table below shows the fees that we paid or accrued for the audit and other services provided by AJSHManohar Chowdhry & Co LLPAssociates for the fiscal years ended March 31, 2017Fiscal 2022 and 2016. Except as specified otherwise in the table, we paid theFiscal 2021.
Audit fees to AJSH & Co LLP.
This category includes the audit of our annual financial statements, review of financial statements included in our annual and quarterly reports and services that are normally provided by the independent registered public accounting firms in connection with engagements for those fiscal years. This category also includes advice on audit and accounting matters that arose during, or as a result of, the audit or the review of interim financial statements.
Internal control audit fees
This category includes the audit of the Company’s internal control over financial reporting based on criteria established in Internal Control—Integrated Framework: (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
| FYE2022 Form DEF 14A
Audit-related fees
This category consists of assurance and related services by the independent registered public accounting firms that are reasonably related to the performance of the audit or review of our financial statements and are not reported above under “Audit Fees.” The services for the fees disclosed under this category include services relating to our registration statement and consultation regarding our correspondence with the SEC.
Tax Fees
This category consists of professional services rendered for tax compliance, tax planning, and tax advice. These services include tax return preparation and advice on state and local tax issues.
All Other Fees
This category consists of fees for other miscellaneous items.
| March 31, 2017 | March 31, 2016 | |||||||
| Audit Fees – AJSH & Co LLP | $ | 80,000 | $ | 70,000 | ||||
| Audit-Related Fees | 5,000 | 5,000 | ||||||
| Tax Fees | - | - | ||||||
| All other Fees | - | - | ||||||
| Total | $ | 85,000 | $ | 75,000 | ||||
(in thousands) | ||||||||
March 31, | ||||||||
2022 | 2021 | |||||||
Audit fees - Manohar Chowdhry & Associates | $ | 64 | $ | 64 | ||||
Audit-related fees - Manohar Chowdhry & Associates | - | - | ||||||
Tax fees | 9 | 9 | ||||||
All other fees | - | - | ||||||
Total | $ | 73 | $ | 73 | ||||
Policy on Pre-Approvalpre-approval of Auditaudit and Permissible Non-audit Servicespermissible non-audit services of Independent Auditors
Consistent with SEC policies regarding auditor independence, the audit committee of our Board of Directors has responsibility for appointing, setting compensation, and overseeing the work of the independent auditor. In recognition of this responsibility, our Board of Directors has established a policy to pre-approve all audit and permissible non-audit services provided by the independent auditor. Prior to engagement of the independent auditor for the next year’s audit, management may submit, if necessary, an aggregate of services expected to be rendered during that year for each of the following four categories of services to our Board of Directors for approval.
1. | Audit services include audit work performed in the preparation of financial statements and audit of internal controls, as well as work that generally only the independent auditor can reasonably be expected to provide, including comfort letters, statutory audits, and attest services and consultation regarding financial accounting and/or reporting standards. |
2. | Audit-Related services are for assurance and related services that are traditionally performed by the independent auditor, including due diligence related to mergers and acquisitions, employee benefit plan audits, and special procedures required to meet certain regulatory requirements. |
3. | Tax services include all services performed by the independent auditor’s tax personnel except those services specifically related to the audit of the financial statements, and includes fees in the areas of tax compliance, tax planning, and tax advice. |
4. | Other Fees are those associated with services not captured in the other categories. |
Prior to engagement, our Board of Directors pre-approves these services by category of service. The fees are budgeted, and our Board of Directors requires the independent auditor and management to report actual fees versus the budget periodically throughout the year by category of service. During the year, circumstances may arise when it may become necessary to engage the independent auditor for additional services not contemplated in the original pre-approval. In those instances, our Board of Directors requires specific pre-approval before engaging the independent auditor.
Our audit committee may delegate pre-approval authority to one or more of its members. The member to whom such authority is delegated must report, for informational purposes only, any pre-approval decisions to our Board of Directors at its next scheduled meeting.
| FYE2022 Form DEF 14A
Pre-approved services
The Audit Committee’s charter provides for pre-approval of audit, audit-related and tax services to be performed by the independent auditors. The Audit Committee approved the audit, audit-related and tax services to be performed by independent auditors and tax professionals in 2017.Fiscal 2022. The charter also authorizes the Audit Committee to delegate to one or more of its members pre-approval authority with respect to permitted services. The decisions of any Audit Committee member to whom pre-approval authority is delegated must be presented to the full Audit Committee at its next scheduled meeting. The Audit Committee has not delegated such authority to its members.
Audit Committee Report
The Audit Committee of the Board is composed of two directors, each of whom meets the current NYSE American test for independence. The Committee acts under a written charter adopted by the Board. The Audit Committee has prepared the following report on its activities with respect to the Company’s audited financial statements for the fiscal year ended March 31, 2017Fiscal 2022 (the “Audited Financial Statements”):
• | The Audit Committee reviewed and discussed the Company’s Audited Financial Statements with management; |
• | The Audit Committee discussed with |
• | The Audit Committee received from the independent auditors the written disclosures regarding auditor independence and the letter required by Independence Standards Board Standard No. 1 (Independence Discussions with Audit Committees), discussed with |
• | Based on the review and discussion referred to above, and in reliance thereon, the Audit Committee recommended to the Board that the Audited Financial Statements be included in the Company’s Annual Report on Form 10-K for |
All members of the Audit Committee concur in this report.
AUDIT COMMITTEE:
Richard Prins
John Lynch
| FYE2022 Form DEF 14A
PROPOSALS FOR 20182023 ANNUAL MEETING
Under the regulations of the Securities and Exchange Commission,SEC, if you desire to make a proposal to be acted upon at the 20182023 Annual Meeting of Stockholders, you must deliver the proposal, in proper form, to the Secretary of the Company, no later than, June 14, 2018,2023, in order for the proposal to be considered for inclusion in the Company’s Proxy Statement and form of proxy for that meeting. If next year’s Annual Meeting is held on a date more than 30 calendar days from November 8, 2018, a stockholder proposal must be received by a reasonable time before the Company begins to print and mail its proxy solicitation materials. Any stockholder proposals will be subject to the requirements of the proxy rules adopted by the Securities and Exchange Commission.SEC. The address for the Secretary of the Company is 4336 Montgomery Ave, Bethesda, MD 20814.
Our Bylaws also prescribe the procedure that a stockholder must follow to nominate directors or to bring other business before stockholders’ meetings. To nominate a candidate for director or to bring other business before a meeting, notice must be received by the Secretary of the Company (i) no later than August 10, 2018,June 17, 2023, and no earlier than July 11, 2018May 18, 2023 or (ii) if the date of the 20182023 Annual Meeting of Stockholders is advanced by more than thirty days or delayed by more than sixty days from the anniversary date of this Annual Meeting, no laterearlier than the close of business on the later of the sixtiethone hundred and twentieth day prior to such Annual Meeting or not later than the ninetieth day prior to such annual meeting or the tenth day following the day on which public announcement of the date of such meeting is first made by the Corporation and no earlier than the close of business on the ninetieth day prior to such Annual Meeting.
Notice of a nomination for director must describe various matters regarding the nominee and the stockholder giving the notice. Notice of other business to be brought before the Annual Meeting must include a description of the proposed business, the reasons therefore, and other specified matters. The nominating committee will consider candidates recommended by stockholders in the same manner it considers other candidates. Any stockholder may obtain a copy of the Company’s Bylaws, without charge, upon written request to the Secretary of the Company, at the address set forth above.
ANNUAL REPORT
A copy of our Annual Report on Form 10-K for the fiscal year ended March 31, 2022, has been provided to all stockholders as of July 13, 2022. Stockholders are referred to the report for financial and other information about us, but such report is not incorporated in this proxy statement and is not a part of the proxy soliciting material.
| FYE2022 Form DEF 14A
PROXY CARD
THIS PROXY IS SOLICITED ON BEHALF OF
THE BOARD OF DIRECTORS OF INDIA GLOBALIZATION CAPITAL, INC.
for the November 8, 2017September 9, 2022 Annual Meeting of Stockholders and any postponement(s) or adjournment(s) thereof.
The undersigned hereby: (a) acknowledges receipt of the Notice of the Joint Annual Stockholders’ Meeting of the stockholders of India Globalization Capital Inc. to be held on November 8, 2017, (the jointSeptember 9, 2022,(the “Annual Meeting”), and the associated Proxy Statement; (b) appoints Ram Mukunda, as a proxy, with the power to appoint a substitute; (c) authorizes each proxy to represent and vote, as designated below, all of the shares of common stock of the Company, par value $0.0001 per share, held of record by the undersigned at the close of business on October 5, 2017,July 13, 2022, at the Annual Meeting and at any postponement(s) or adjournment(s) thereof; and (d) revokes any proxies previously given.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON NOVEMBER 8, 2017:
This Proxy Statement, the Notice of Annual Meeting of Stockholders, and Our Annual Report to Stockholders are available at http://www.igcinc.us.
1. | To elect Mr. Ram Mukunda and Congressman James Moran to the Company’s board of | |||
MR. RAM MUKUNDA | FOR ☐ | WITHHOLD ☐ | ||
CONGRESSMAN JAMES MORAN | FOR ☐ | WITHHOLD ☐ | ||
MS. CLAUDIA GRIMALDI | FOR ☐ | WITHHOLD ☐ | |
2. | To ratify the appointment of | ||
FOR ☐ | AGAINST ☐ | ABSTAIN ☐ | |
3. | To approve the grant of | ||
FOR ☐ | AGAINST ☐ | ABSTAIN ☐ | |
4. | To act upon such other matters as may properly come before the | ||
FOR ☐ | AGAINST ☐ | ABSTAIN ☐ | |
This Proxy Card, when properly executed, will be voted in the manner directed herein by the undersigned stockholder(s). If no direction is made, this Proxy will be voted FOR the proposals set forth above. Please sign, date and return this Proxy as promptly as possible in the envelope provided.
Dated: , 2022. | |
X | X |
Signature(s) of Stockholders |
Joint owners should each sign. Signature(s) should correspond with the name(s) printed on your stock certificates. Attorneys, executors, administrators and guardians should give full title. If a corporation, please sign in full corporate name by the president or other authorized officer. If a partnership, please sign in partnership name by authorized person.