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


SCHEDULE 14A INFORMATION

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


INDIA GLOBALIZATION CAPITAL, INC.
(Name ofFiled by the Registrant as Specified In Its Charter)x

(Name of Person(s) Filing Proxy Statement, if                                                                Filed by a Party other than the Registrant)

Registrant o
Check the appropriate box:

Filed by the Registrant    x

Filed by a Party other than the Registrant    o

Check the appropriate box:

o 

Preliminary Proxy Statement

o

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

x

Definitive Proxy Statement

o

Definitive Additional Materials

o

Soliciting Material Pursuant to §240.14a-12

India Globalization Capital, Inc.
(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):

Payment of Filing Fee (Check the appropriate box):

x

No fee required.

o

Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

1)     

(1)

Title of each class of securities to which the transaction applies:

2)

(2)

Aggregate number of securities to which the transaction applies:

3)

(3)

Per unit price or other underlying value of the transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

4)

(4)

Proposed maximum aggregate value of the transaction:

5)

(5)

Total fee paid:

o

Fee paid previously with preliminary materials.

o

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously.  Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

1)

(1)

Amount Previously Paid:

2)

(2)

Form, Schedule or Registration Statement No.:

3)

(3)

Filing Party:

4)

(4)

Date Filed:



India Globalization Capital Inc.
4336 Montgomery Avenue
Bethesda MD 20814

(301) 983-0998

June


ANNUAL MEETING OF SHAREHOLDERS
___________________________
July 23, 2008

To2010

Dear Shareholder:
You are cordially invited to attend the StockholdersJoint 2009 and 2010 Annual Meeting of Shareholders of India Globalization Capital, Inc.:

     A Special Meeting of stockholders of India Globalization Capital, Inc. (“IGC”) will, which is to be held on Tuesday, July 15, 2008 at 10:00 a.m., Eastern Standard Time, at the offices of Seyfarth Shaw, LLP, 815 Connecticut Ave, N.W., Suite 500, Washington, D.C. 20006. You are cordially invited to attend.

Shulman Rogers, Gandal, Pordy & Ecker, P.A. 12505 Park Potomac Avenue, 6     At this importantth Floor, Potomac, MD 20854, on August 16, 2010 at 10:00 a.m. local time.  The meeting you will be asked to considercommence with a discussion and vote uponvoting on the following proposal:


and to transact such other business as may properly come before the Special Meeting. We will not transact any other business at the Special Meeting, except for business properly brought before the Special Meeting or any adjournment or postponementStockholders followed by a report on our board of directors. The board of directors is not aware of any other business to come before the Special Meeting.

operations.

The Notice of SpecialAnnual Meeting of Stockholders and a Proxy Statement, which describesmore fully describe the formal business to be conducted at the meeting, follow this letter.

Our board of directors has fixed the close of business on June 18, 2008 as the date for which our stockholders are entitled to receive notice of, and to vote at, our Special Meeting and any adjournments or postponements thereof. Only the holders of record A copy of our common stock on that date are entitledAnnual Report to have their votes counted at our SpecialStockholders for the fiscal year ended March 31, 2010 is also enclosed. We encourage you to carefully read these materials.


Whether or not you plan to attend the Meeting, and any adjournments or postponements thereof.


Your voteit is important. Please sign, date and return your proxy card as soon as possible to make sureimportant that your shares arebe represented and voted at the special meeting. Our boardMeeting.  Therefore, I urge you to promptly vote and submit your proxy by signing, dating, and returning your proxy card.  Beneficial owners of directors unanimously recommends that you vote “FOR”shares held in street name should follow the Incentive Plan Proposal.

YOUR VOTE IS IMPORTANT. WHETHER YOU PLAN TO ATTEND THE SPECIAL MEETING OR NOT, PLEASE SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD AS SOON AS POSSIBLE IN THE ENVELOPE PROVIDED.instructions in the proxy statement for voting their shares.  If you are a stockholder of record of our common stock,holder and you may also cast yourdecide 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 SHAREHOLDERS TO BE HELD ON August 16, 2010:
This Proxy Statement, the Notice of Annual Meeting of Shareholders and Our Annual Report to Shareholders are available at the special meeting. If your shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank on how to vote your shares.

This proxy statement is dated June 23, 2008, and is first being mailed to IGC stockholders on or about June 24, 2008.

I look forward to seeing you at the meeting.

http://www.IndiaGlobalCap.com

Sincerely,



Ram Mukunda
Chairman and Chief Executive Officer


India Globalization Capital Inc.
4336 Montgomery Avenue
Bethesda, MD 20814

(301) 983-0998

NOTICE OF SPECIAL MEETINGANNUAL MEETINGS OF STOCKHOLDERS

SHAREHOLDERS


To Be Held July 15, 2008

TO THE STOCKHOLDERS:

     Please take notice that a Special MeetingThe Annual Meetings of Shareholders (the joint “Meeting”) for the stockholdersyears ended March 31st 2009 and March 31st 2010 of India Globalization Capital, Inc., a Delaware corporation (the “Company”), will be held on Tuesday, July 15, 2008, at 10:00 a.m., Eastern Standard Time, at the offices of Seyfarth Shaw, LLP, 815 Connecticut Ave, N.W., Suite 500, Washington, D.C. 20006,Shulman Rogers, Gandal, Pordy & Ecker, P.A. 12505 Park Potomac Avenue, 6th Floor, Potomac, MD 20854, on August 16, 2010 at 10:00 a.m. local time.  Voting materials, which include this Proxy Statement, the proxy card and our fiscal 2010 report to Stockholders, will first be mailed to Stockholders on or about July 23, 2010. &# 160;Shareholders who desire to attend the Meeting should indicate such planned attendance by marking the appropriate box on your proxy card.  Persons who do not indicate attendance at the Meeting by proxy will be required to present acceptable proof of stock ownership to attend the Meeting.  All shareholders must furnish personal photo identification for admission to the Meeting.


The joint Meeting will be held for the following purposes:

     1. To consider and vote upon a proposal to amend the Company’s 2008 Omnibus Incentive Plan (the “Plan”) to increase the share reserve by 1,000,000

(1)To elect three directors to serve until the next annual meeting of stockholders or until their successors are duly elected and qualified;
(2)To act on a proposal to ratify the appointment of Yoganandh & Ram (“Y & R”) as the Company’s independent registered public accounting firm for the 2011 fiscal year;  and
(3)To act upon such other matters as may properly come before the Meeting or any adjournment or postponement of the Meeting.

Only holders of shares from 300,000 to 1,300,000 shares, to reduce the base number of outstanding shares used to calculate adjustments to the shares under the plan from 13,974,500 to 8,570,107 and to make additional clarifying changes to the Plan.

     2. To transact such other business as may properly come before the meeting.

     StockholdersCommon Stock of record at the close of business on June 18, 2008,28, 2010 are entitled to notice of and to vote at thisthe Meeting and at any and all adjournments or postponements thereof.


By Order of the Board of Directors,


Parveen Mukunda
Corporate Secretary
July 23, 2010
PROXY STATEMENT
The India Globalization Capital, Inc. Board of Directors is soliciting proxies for the joint Annual Meeting.  You may revoke your proxy at any time prior to voting at the 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 any adjournment or postponement thereof. For ten daysreceived by the Secretary prior to the meeting, a complete listand not revoked, will be voted in accordance with the terms of the stockholders entitledproxies.
Registered shareholders 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.  We, 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 materials to votethe beneficial owners of the shares of our Common Stock.
If you desire to attend the joint 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 meeting on the proxy, you will be availablerequired to present acceptable proof of stock ownership to attend.  All shareholders who attend the meeting must furnish personal photo identification for examination by any stockholder for any purpose relatingadmission.  If your shares are not registered in your own name and you plan to attend the 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 meeting during ordinary business hours at the principal officein order to vote.
VOTING RIGHTS
We had 13,344,207 shares of Common Stock outstanding as of June 28, 2010 each having one vote.  Only holders of the Company.

By order of the Board of Directors

/s/ RAM MUKUNDA
RAM MUKUNDA
Chief Executive Officer

Bethesda, Maryland
June 23, 2008

STOCKHOLDERS ARE REQUESTED TO COMPLETE, DATE AND SIGN THE ENCLOSED PROXY AND RETURN IT IN THE ENCLOSED POSTAGE-PREPAID ENVELOPE. PROXIES ARE REVOCABLE, AND ANY STOCKHOLDER MAY WITHDRAW HIS OR HER PROXY PRIOR TO THE TIME IT IS VOTED, OR BY ATTENDING THE MEETING AND VOTING IN PERSON.

3

PROXY STATEMENT FOR SPECIAL MEETING OF STOCKHOLDERS

     Your execution of the accompanying proxy is solicited by the Board of Directors of India Globalization Capital, Inc. a Maryland corporation, for use at its Special Meeting of stockholders to be held on Tuesday, July 15, 2008, or any adjournment or postponement thereof, for the purposes set forth in the accompanying Notice of Special Meeting of Stockholders. This proxy statement and the enclosed proxy are being mailed to stockholders on or about June 24, 2008.

SOLICITATION AND VOTING

Voting Securities. Only stockholdersCompany’s Common Stock of record as ofat the close of business on June 18, 200828, 2010, will be entitled to vote at the meeting and any adjournment thereof. As of June 19, 2008, we had 8,570,107 shares of Common Stock outstanding, all of which are entitled to be voted with respect to all matters to be acted upon at the Special Meeting. Each stockholder of record as of that date is entitled to one vote for each share of Common Stock held by him or her. Our Bylaws provide that avote.  A majority of all of the shares of the stock entitled to vote, whether presentrepresented in person or represented by proxy, shallwill constitute a quorum for the transaction of business at the meeting.  Unless otherwise noted below, votes forIf your shares are held in street 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 how to vote your shares, and against, abstentions and “broker non-votes”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 eachnevertheless be counted as present forentitled to vote your shares in its discretion on “routine matters.”  For purposes of determiningthis annual meeting, the presenceCompany has determined that the appointment of its independent auditors (Proposal 2) is a quorum.

Broker Non-Votes. A broker non-vote occurs whenroutine matter.  However, absent your instructions, the record holder will not be permitted to vote your shares on a broker submits a proxy card with respect to shares held in a fiduciary capacity (typicallynon-routine matter, which are referred to as being“broker non-votes,” properly brought before the meeting.  Broker non-votes (shares held in “street name”) but declinesby brokers that do not have discretionary authority to vote on a particularthe matter because the broker hasand have not received voting instructions from their clients) are not counted or deemed to be present or represented for the beneficial owner. Under the rulespurpose of determining whether stockholders have approved that govern brokers who are voting with respect to shares heldproposal.  Beginning in street name, brokers have the discretion to vote such shares on routine matters, but not on non-routine matters. Routine matters include2010, the election of directors increases in authorized common stock for general corporate purposes and ratification of auditors. Non-routine matters include amendments to stock plans.

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 Morrow & Co., LLC to solicit proxies on our behalf. We anticipate that Morrow’s fees will be approximately $ 10,000.

Voting of Proxies. All valid proxies received before the meeting will be exercised. All shares represented by a proxy will be voted, and where a proxy specifies a stockholder’s choice with respect to any matteran uncontested election is deemed to be acted upon, thea non-routine matter. & #160;Accordingly, if you hold your shares will be voted in accordance with that specification. If no choice is indicated on the proxy, the shares will be votedstreet name, in favor of the proposal. A stockholder giving a proxy has the power to revoke his or her proxy at any time before it is exercised by delivering to the Secretary of India Globalization Capital a written instrument revoking the proxy or a duly executed proxy with a later date, or by attending the meeting and voting in person.

4

PROPOSAL NO. 1

APPROVAL OF AMENDMENT OF OMNIBUS INCENTIVE PLAN

     At the Special Meeting, the stockholders will be asked to approve an amendment to the Company’s Omnibus Incentive Plan (“Stock Plan”) to do the following: (i) increase by 1,000,000 the maximum number of shares of Common Stock that may be issued under the Stock Plan from 300,000 to 1,300,000 shares, (ii) decrease from 13,974,500 to 8,570,107 the base number of shares used to determine the annual increase in the maximum number of shares of Common Stock that may be issued under the Stock Plan and (iii) to clarify the definition of “Plan Year” to mean the Company’s fiscal year.

     The Stock Plan was originally adopted by the Board of Directors in November 2007 and by the stockholders in March 2008. As of June 19, 2008, no options or awards had been granted under the Stock Plan, leaving 300,000 shares availableorder for future grants under the Stock Plan. To enable the Company to continue to provide long-term equity incentives, the Board of Directors has amended the Stock Plan, subject to stockholder approval, to increase the maximum number of shares that may be issued under the Stock Plan by 1,000,000 shares to an aggregate of 1,300,000 shares and to decrease from 13,974,500 to 8,570,107 the base number of shares used to determine the annual increase in the maximum number of shares of Common Stock that may be issued under the Stock Plan (the “Base Number”).

     The Company’s continued employment growth and need for highly qualified employees, combined with the increased competition for the limited supply of qualified personnel, make the Stock Plan essential to the Company’s ability to recruit and retain its key employees. The Board of Directors believes that an adequate reserve of shares available for issuance under the Stock Plan is necessary to enable it to compete successfully with other companies to secure and retain valuable employees. The proposed amendments are intended to ensure that the Stock Plan will continue to be available with a reasonable number of shares to meet the Company’s needs. One of the potential uses of the increase in shares is to provide additional equity compensation to Ram Mukunda, the Company’s Chief Executive Officer. In March 2008 Mr. Mukunda agreed to transfer a 1,131,581 shares of Common Stock of the Company, amounting to approximately 2/3 of the shares owned by Mr. Mukunda and his wife Parveen (without taking the warrants held by Mr. Mukunda into account), to third parties to induce such third parties to acquire shares of the Company's common stock and to cause suchyour shares to be voted for the election of directors at the Annual Meeting (Proposal No. 1), you must provide voting instructions to your broker in favor ofaccordance with the Company’s acquisition of a 63% equity interest in Sricon Infrastructures, Limited (“Sricon”) and a 77% equity interest in Techni Bharathi Limited (“TBL”). While the compensation committee and the Board of Directors have not reached a final determinationvoting instruction card that you will receive from your broker.  Proxies received but marked as to the number of options toabstentions or treated as broker non-votes will be granted to Mr. Mukunda if the amendments to the Stock Plan are approved, we expect such grant to constitute a substantial amount of the options available under the Stock Plan.

     The changeincluded in the Base Number is a result of changes in the capitalization of the Company subsequent to the time the Stock Plan was initially approved. The 13,974,500 figure represented the number of shares of Common Stock of the Company outstanding at the time that the Company initially solicited stockholder approval for the Stock Plan. There are currently 8,570,107 shares of Common Stock outstanding.

Summary of the Provisions of the Stock Plan

     The Stock Plan provides for the grant of incentive stock options, non-qualified stock options restricted and unrestricted stock awards and other stock-based awards to our and our subsidiary employees, directors and consultants. Currently an aggregate of 300,000 shares of common stock initially, which number shall be increased each year on April 1, commencing April 1, 2008, by 15%calculation of the number of shares issued and outstanding minus 13,974,500considered to be present at the meeting for quorum purposes.

We are available for issuance undernot aware of any matters that are to come before the Stock Plan.

     Inmeeting other than those described in this Proxy Statement; however, if other matters do properly come before the meeting, it is the intention of the persons named in the proxy card to vote such proxy in accordance with the terms of the Stock Plan, ourtheir best judgment.

PROPOSAL ONE

ELECTION OF DIRECTORS
Our board of directors has authorized our compensation committeeis 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 joint Annual Meeting, three directors are to administerbe elected, two Class B directors, who will serve until the Stock Plan.annual meeting of shareholders in 2012 and when their successors are duly elected and qualify, and one Class C director, who will serve until the annual meeting of shareholders in 2013 and when his successor is duly elected and qualifies.  The compensation committee may delegate part of its authorityClass B director nominees and powers under the Stock Plan to one or more of ourClass C Director nominee proposed in this Proxy Statement are currently directors and/or officers, but only the compensation committee can make awards to participants who are our directors or executive officers. In accordance with the provisions of the Stock Plan, our compensation committee will determineCompany.  The other current directors consist of two Class A directors, who serve until the termsannual meeting of optionsshareholders in 2011, and other awards, including:

Should any vacancy occur on the date of grant;
  • the schedule upon which options become exercisable;

    • 5

         The maximum term of options granted under the Stock Plan is ten years. Awards are generally subject to early termination upon the termination of employment or other relationship of the participant with us or our subsidiaries, whether such termination is at our option or as a result of the death or disability of the participant. Generally, in the event of a participant’s termination for cause, all outstanding awards shall be forfeited.

         In addition, our compensation committee may, in its discretion, amend any term or condition of an outstanding award provided (i) such term or condition as amended is permitted by our Stock Plan, and (ii) any such amendment shall be made only with the consent of the participant to whom such award was made, if the amendment is adverse to the participant.

         If our common stock shall be subdivided or combined into a greater or smaller number of shares or if we issue any shares of common stock as a stock dividend, the number of shares of our common stock deliverable upon exercise of an option issued or upon issuance of an award shall be appropriately increased or decreased proportionately, and appropriate adjustments shall be made in the purchase price per share to reflect such subdivision, combination or stock dividend.

         Upon a merger or other reorganization event, our board of directors may, in their sole discretion, take any one or more of the following actions pursuant to our Plan, as to some or all-outstanding awards:

         Our stockholders may amend the Stock Plan. It may also be amended by the board of directors, provided that any amendment approvedthe remaining directors would be able to fill such vacancy by the board of directors that is of a scope that requires stockholder approval as required in order to ensure favorable federal income tax treatment for any incentive stock options under Code Section 422 or for any other reason is subject to obtaining such stockholder approval. If adopted, our Stock Plan will expire on the tenth anniversary of the adoption of the plan by our stockholders.

    6

    MATERIAL FEDERAL INCOME TAX CONSIDERATIONS

         The following discussion was prepared by Seyfarth Shaw LLP, our counsel, with respect to the material federal income tax considerations relating to stock options and stock grants under the Stock Plan:

    Incentive Stock Options:

    Incentive stock options are intended to qualify for treatment under Section 422 of the Code. An incentive stock option does not result in taxable income to the optionee or deduction to the company at the time it is granted or exercised, provided that no disposition is made by the optionee of the shares acquired pursuant to the option within two years after the date of grant of the option nor within one year after the date of issuance of shares the optionee (referred to as the “ISO holding period”). However, the difference between the fair market value of the shares on the date of exercise and the option price will be an item of tax preference includible in “alternative minimum taxable income.” Upon disposition of the shares after the expiration of the ISO holding period, the optionee will generally recognize long term capital gain or loss based on the difference between the disposition proceeds and the option price paid for the shares. If the shares are disposed of prior to the expiration of the ISO holding period, the optionee generally will recognize taxable compensation, and we will have a corresponding deduction, in the year of the disposition, equal to the excess of the fair market value of the shares on the date of exercise of the option over the option price. Any additional gain realized on the disposition will normally constitute capital gain. If the amount realized upon such a disqualifying disposition is less than fair market value of the shares on the date of exercise, the amount of compensation income will be limited to the excess of the amount realized over the optionee’s adjusted basis in the shares.

    Non-Qualified Options:

    Options otherwise qualifying as incentive stock options, to the extent the aggregate fair market value of shares with respect to which such options are first exercisable by an individual in any calendar year exceeds $100,000, and options designated as non-qualified options will be treated as options that are not incentive stock options.


    A non-qualified option ordinarily will not result in income to the optionee or deduction to us at the time of grant. The optionee will recognize compensation income at the time of exercise of such non-qualified option in an amount equal to the excess of the then value of the shares over the option price per share. Such compensation income of optionees may be subject to withholding taxes, and a deduction may then be allowable to us in an amount equal to the optionee’s compensation income.


    An optionee’s initial basis in shares so acquired will be the amount paid on exercise of the non-qualified option plus the amount of any corresponding compensation income. Any gain or loss as a result of a subsequent disposition of the shares so acquired will be capital gain or loss.

    Stock Grants:

    With respect to stock grants under the Stock Plan that result in the issuance of shares that are either not restricted as to transferability or not subject to a substantial risk of forfeiture, the grantee must generally recognize ordinary income equal to the fair market value of shares received. Thus, deferral of the time of issuance will generally result in the deferral of the time the grantee will be liable for income taxes with respect to such issuance. We generally will be entitled to a deduction in an amount equal to the ordinary income recognized by the grantee.

    7


    With respect to stock grants involving the issuance of shares that are restricted as to transferability and subject to a substantial risk of forfeiture, the grantee must generally recognize ordinary income equal to the fair market value of the shares received at the first time the shares become transferable or are not subject to a substantial risk of forfeiture, whichever occurs earlier. A grantee may elect to be taxed at the time of receipt of shares rather than upon lapse of restrictions on transferability or substantial risk of forfeiture, but if the grantee subsequently forfeits such shares, the grantee would not be entitled to any tax deduction, including as a capital loss, for the value of the shares on which he previously paid tax. The grantee must file such election with the Internal Revenue Service within 30 days of the receipt of the shares. We generally will be entitled to a deduction in an amount equal to the ordinary income recognized by the grantee.


    PLAN BENEFITS

         The Company did not issue any options under the Stock Plan during the fiscal year ended March 31, 2008. The granting of options is discretionary with the Board of Directors.

    Vote Required and Board of Directors’ Recommendation.

         The affirmative vote of a majority of the votes present or representedremaining directors in office, even if the remaining Directors do not constitute a quorum.  Any director elected by proxy and entitledthe board to vote atfill a vacancy would hold office until the Special Meeting of stockholders, at which a quorum representing a majority of all outstanding shares of Common Stockremainder of the Company is present and voting, either in person or by proxy, is required for approval of this proposal. Abstentions and “broker non-votes” will each be counted as present for purposes of determining the presence of a quorum. Abstentions will have the same effect as a negative vote on this proposal. “Broker non-votes,” on the other hand, will have no effect on the outcome of this vote.

         The Board of Directors believes that the proposed amendmentfull term of the Stock Planclass of directors in which the vacancy occurred and until a successor is inelected and qualifies.  If the best interestssize of the Company andboard is increased, additional directors will be apportioned among the stockholders for the reasons stated above. THEREFORE, THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” APPROVAL OF THIS PROPOSAL TO AMEND THE OPTION PLAN.

    three classes to make all classes as nearly equal as possible

    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         The following table setsSet forth below is information regarding the beneficial ownershipour nominees for Class B and Class C directors. Except as set forth below, there are no family relationships between any of our common stock as of June 19, 2008 by:

    Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission 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 8,570,107 shares of common stock outstanding as of June 19, 2008, is based on the assumption, expressly required by the rules of the Securities and Exchange Commission, that only the person or entity whose ownership is being reported has converted options or warrants into shares of our common stock.

    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.

    8

    The table below sets forth as of December 31, 2007, 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 known by the Company to be the beneficial owners of more than 5% of the outstanding Common Stock of the Company, (ii) each director and director-nominee 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     Percentage of Class
        
    Wachovia Corporation (2)1,650,97719.26%
    One Wachovia Center
    Charlotte, North Carolina 28288-0137
     
    Brightline Capital Management, LLC (3)750,000 8.75%
    1120 Avenue of the Americas, Suite 1505
    New York, New York 10036
     
    Pine River Capital Management L.P. (4)2,099,70024.50%
    601 Carlson Parkway, Suite 330
    Minnetonka, MN 55305
     
    Steven Michael Oliveira (5)3,348,09333.62%
    18 Fieldstone Court
    New City, NY 10956
     
    Steven S. Taylor, Jr. (6)815,3908.71%
    1376 N. Doheny Drive
    Los Angeles, CA 90069
     
    Ranga Krishna (7)2,460,97727.78%
     
    Ram Mukunda (8)1,775,00220.55%
     
    Sudhakar Shenoy)50,000*
     
    Suhail Nathani50,000*
     
    Larry Pressler25,000*
     
    P.G. Kakodkar12,500*
     
    Shakti Sinha12,500*
     
    Dr. Prabuddha Ganguli12,500*
     
    Dr. Anil K. Gupta25,000*
     
     
    All Executive Officers and Directors as a group (6 persons) (9)4,335,97948.57%
     

    * Represents less than 1%

    9


    (1)                    

    Name

    Unless otherwise indicated, the address of each of the individuals listed in the table is: c/o India Globalization Capital, Inc., 4336 Montgomery Avenue, Bethesda, MD 20814.

     Age

    (2)

    Based on a Schedule 13G filed with the SEC on May 12, 2008 by Wachovia Corporation. Wachovia Corporation is the indirect parent of Metropolitan West Capital Management, LLC, the owner of the shares. Dr. Ranga Krishna is entitled to 100% of the economic benefits of the shares.

     Position

    (3)

    Based on an amended Schedule 13G jointly filed with the SEC on May 28, 2008 by Brightline Capital Management, LLC (“Management”), Brightline Capital Partners, LP (“Partners”), Brightline GP, LLC (“GP”), Nick Khera (“Khera”) and Edward B. Smith, III (“Smith”) and a Form 3 filed with the SEC on May 30, 2008 by Smith. As disclosed in the amended Schedule 13G, Management and Khera are each the beneficial owners of 750,000 shares of common stock (8.75%), Smith is the beneficial owner of 1,031,500 shares of common stock (12.04%) including 281,500 shares over which he holds sole control of their voting and disposition, and Partners and GP are each the beneficial owners of 592,560 shares of common stock (6.91%), respectively. The address for each of the foregoing parties is 1120 Avenue of the Americas, Suite 1505, New York, New York 10036.

     

    (4)

    Based on a Schedule 13G jointly filed with the SEC on March 18, 2008 by Pine River Capital Management L.P. (“Pine River”), Brian Taylor (“Taylor”) and Nisswa Master Fund Ltd. (“Nisswa”). As disclosedTime in the Schedule13G, Pine River and Taylor are each the beneficial owners of 2,099,700 shares of common stock (24.50%) and Nisswa is the beneficial owner of 1,284,300 shares of common stock (14.99%), respectively. The address for each of the foregoing parties is c/o Pine River Capital Management L.P., 601 Carlson Parkway, Suite 330, Minnetonka, MN 55305.

    (5)

    Includes warrants to purchase 1,389,320 shares of common stock which are exercisable within sixty (60) days of June 19, 2008, all of which are currently exercisable. Includes 1,000,000 shares required to be transferred to Mr. Oliveira by Ranga Krishna, Ram Mukunda, John Cherin and Ferris, Baker Watts, Incorporated on September 8, 2008 pursuant to the terms of a certain Share Redistribution Agreement dated March 7, 2008. Mr. Oliveira holds the shares and warrants through Oliveira Capital, LLC (“Capital”) and the Steven Oliveira IRA (the “IRA”). Mr.Oliveira is President and sole managing member of Capital and trustee of the IRA. The business address of Capital is 18 Fieldstone Court, New City, NY 10956.

    (6)

    Based on an amended Schedule 13D filed with the SEC on June 4, 2008 by Mr. Taylor. Includes warrants to purchase 795,390 shares of common stock which are exercisable within sixty (60) days of June 19, 2008, all of which are currently exercisable. Includes 5,000 shares of common stock and 444,431 warrants held by Mr.Taylor in an individual retirement account for his benefit..

    (7)

    Includes 236,450 shares required to be transferred by Dr. Krishna to third parties on September 8, 2008 pursuant to the terms of certain Share Redistribution Agreements and includes warrants to purchase 290,000 shares of common stock which are exercisable within sixty (60) days of June 19, 2008, all of which are currently exercisable. Includes 1,650,977 shares beneficially owned by Wachovia Corporation, which has sole voting and dispositive control over the shares. Dr. Krishna is entitled to 100% of the economic benefits of the shares. Giving effect to the share transfer, Dr. Krishna would be the beneficial owner of 2,224,527 shares (25.11%).

    (8)

    Includes 425,000 shares owned by Mr. Mukunda’s wife, Parveen Mukunda. Includes 1,131,581 shares required to be transferred by Mr. Mukunda to third parties on September 8, 2008 pursuant to the terms of certain Share Redistribution Agreements and includes warrants to purchase 66,668 shares of common stock which are exercisable within sixty (60) days of June 19, 2008, all of which are currently exercisable. Giving effect to the share transfer, Mr. Mukunda would be the beneficial owner of 643,421 shares (7.45%).

    10


    (9)                    

    Includes 1,650,977 shares beneficially owned by Wachovia Corporation, which has sole voting and dispositive control over the shares. Dr. Krishna is entitled to 100% of the economic benefits of the shares and 425,000 shares owned by Mr. Mukunda’s wife, Parveen Mukunda. Includes 1,368,031 shares required to be transferred byMr. Mukunda and Dr. Krishna to third parties on September 8, 2008 and includes warrants to purchase 356,668 shares of common stock which are exercisable within sixty (60) days of June 19, 2008, all of which are currently exercisable. Giving effect to the share transfers to be made by Dr. Krishna and Mr. Mukunda, the executive officers and directors would be the beneficial owners of 2,967,948 shares (33.25%).


    Messrs. Mukunda and Krishna may be deemed our “parent,” “founder” and “promoter,” as these terms are defined under the Federal securities laws.

    Equity Compensation Plan Information

        There are no outstanding options, warrants or rights under our Omnibus Incentive Plan, our sole existing equity compensation plans as of March 31, 2008.

    DIRECTORS, EXECUTIVE OFFICERS AND SPECIAL ADVISORS OF THE COMPANY

    Our directors, executive officers and special advisors are as follows:

    NameAgePosition
    Dr. Ranga Krishna4346Chairman of the Board, Class B DirectorMay 2005 to the Present
    Mr. Ram Mukunda4951Chief Executive Officer, Executive Chairman, President and Class C DirectorApril 2005 to the Present
    John Selvaraj63Treasurer
    Sudhakar Shenoy60Director
    Mr. Richard Prins50Director
    Suhail Nathani42Director
    Larry Pressler65Special Advisor
    Howard Gutman50Special Advisor
    P.G. Kakodkar71Special Advisor
    Shakti Sinha50Special Advisor
    Dr. Prabuddha Ganguli58Special Advisor
    Dr. Anil K. Gupta58Special Advisor
     
    Sricon’s directors and executive officers are as follows:53
     
    NameAgePosition
    Ravindralal Srivastava54Chairman and ManagingClass B Director
    Abhay Wakhare37GM Finance and Accounting
    Ram Mukunda49Director
     
    TBL’s directors and executive officers are as follows:
    NameAgePosition
    Jortin Antony40Managing Director
    M. Santhosh Kumar41Manager Finance and Accounting
    Ram Mukunda49Director2007 to Present

    The Director nominees are as follows:
    Dr. Ranga Krishna has served as our Chairman of the Board since December 15, 2005. Dr. Krishna previously served as a Director from May 25, 2005 to December 15, 2005 and as our Special Advisor from April 29, 2005 through June 29, 2005.  In 1998, he founded Rising Sun Holding, LLC, a $120 million construction and land banking company.  In September 1999, he co-founded Fastscribe, Inc., an Internet-based medical and legal transcription company with its operations in India andwith over 200 employees. He has served as a director of Fastscribe since September 1999. He is currently the Managing Partner.  In February 2003, Dr. Krishna founded International Pharma Trials, Inc., a company with operations in India and over 150 employees, which assists U.S. pharmaceuticalp harmaceutical companies performing Phase II clinical trials in India. He is currently the Chairman and CEO of that company.  In April 2004, Dr. Krishna founded Global Medical Staffing Solutions, Inc., a company that recruits nurses and other medical professionals from India

    11

    and places them in U.S. hospitals. Dr. Krishna is currently serving as the Chairman and CEO of that company. On November 7, 2008 he joined the board of TransTech Service Partners, a SPAC which initiated liquidation on May 23rd, 2009.  Dr. Krishna is a member of several organizations, including the American Academy of Neurology and the Medical Society of the State of New York. He is also a member of the Medical Arbitration panel for the New York State Worker’s Compensation Board. Dr. Krishna was trained at New York’s Mount Sinai Medical Center (1991-1994) and New York University (1994-1996).

    2
    Mr. Ram Mukunda has served as our Founder and Chairman since our inception on April 29, 2005 to December 15, 2005. He continues to serve as the Chief Executive Officer, President and a Director since our inception on April 29, 2005 and as Executivewas Chairman of the Board from April 29, 2005 through December 20, 2007.15, 2005. Since September 2004 Mr. Mukunda has served as Chief Executive Officer of Integrated Global Networks, LLC, a communications contractor in the U.S. Government space.Government. From January 1990 to May 2004, Mr. Mukunda served as Founder, Chairman and Chief Executive Officer of Startec Global Communications, an international telecommunications carrier focused on providing voice over Internet protocol (VOIP) services to the emerging economies. Startec was among the first carriers to have a direct operating agreement with India for the provision of telecom services. Mr. Mukunda was responsible for the organizationt he organizing, structuring, and structuring of the acquisition ofintegrating a number of companies owned by Startec, forStartec. Many of these companies provided strategic investments in companies with India-based operations or which provided services to India-based companies and for integrating the acquired companies with Startec.companies. Under Mr. Mukunda’s tenure at Startec, the company made an initial public offering of its equity securities in 1997 and conducted a public high-yield debt offering in 1998. Mr. Mukunda further was responsible for the restructuring of Startec after the company filed for protection under Chapter 11 in December 2001. Startec emerged from Chapter 11 in 2004. Ferris, Baker Watts, Incorporated, the representative of the underwriters for the IPO, acted as the managing underwriter in connection with the initial public offering of Startec in 1997, and one of its executives is also a member of our board of directors.


    From June 1987 to January 1990, Mr. Mukunda served as Strategic Planning Advisor at INTELSAT, a provider of satellite capacity. Mr. Mukunda serves on the Board of Visitors at the University of Maryland School of Engineering. From 2001-2003, he was a Council Member at Harvard’s Kennedy School of Government’Government, Belfer Center of Science and International Affairs. Mr. Mukunda is the recipient of several awards, including the University of Maryland’s 2001 Distinguished Engineering Alumnus Award and the 1998 Ernst & Young, LLP’s Entrepreneur of the Year Award. He holds B.S. degrees in electrical engineering and mathematics and a MS in Engineering from the University of Maryland.


    Mr. Richard Prins has served as our Director since May 2007.  Since March 1996, he has been the Director of Investment Banking at Ferris, Baker Watts, Incorporated (FBW was the lead underwriter for our IPO).  Prior to Ferris, Baker Watts, from July 1988 to March 1996, Mr. Prins was Senior Vice President and Managing Director for the Investment Banking Division of Crestar Financial Corporation (SunTrust Banks).  From 1993 to 1998, he was with the leveraged buyout firm of Tuscarora Corporation. Since February 2003, he has been on the board of Amphastar Pharma and since April 2006 he has been on the board of Advancing Native Missions, a non-profit. Mr. Prins holds a B.A. degree from Colgate University (1980) and an M.B.A. from Oral Robert s University (1983).
    Set forth below is information regarding our current Class A 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 resigns or is removed and his successor is elected and qualified.
    NameAgePositionTime in Position
    Sudhakar Shenoy63Class A DirectorMay 2005 to the present
    Suhail Nathani45Class A DirectorMay 2005 to the present

    Mr. Sudhakar Shenoy has served as our Director since May 25, 2005. Since January 1981, Mr. Shenoy has been the Founder, Chairman and CEO of Information Management Consulting, Inc., a business solutions and technology provider to the government, business, health and life science sectors. Mr. Shenoy is a member of the Non Resident Indian Advisory Group that advises the Prime Minister of India on strategies for attracting foreign direct investment. Mr. Shenoy was selected for the United States Presidential Trade and Development Mission to India in 1995. From 2002 to June 2005 he served as the chairman of the Northern Virginia Technology Council.  In 1970, Mr. Shenoy received a B. Tech (Hons.) in electrical engineering from the Indian Institute of Technology. In 1971 anda nd 1973, he received an M.S. in electrical engineering and an M.B.A. from the University of Connecticut Schools of Engineering and Business Administration, respectively.


    Richard Prins, has served as our Director since May 2007. Since March 1996, he has been the Director of Investment Banking at Ferris, Baker Watts, Incorporated (FBW was the lead underwriter for our IPO). Prior to Ferris, Baker Watts, from July 1988 to March 1996, Mr. Prins was Senior Vice President and Managing Director for the Investment Banking Division of Crestar Financial Corporation (SunTrust Banks). From 1993 to 1998, he was with the leveraged buy out firm of Tuscarora Corporation. Since February 2003, he has been on the board of Amphastar Pharma and since April 2006 he has been on the board of Advancing Native Missions, a non-profit. Mr. Prins holds a B.A. degree from Colgate University (1980), and an M.B.A. from Oral Roberts University (1983).

    Suhail Nathani has served as our Director since May 25, 2005. Since September 2001, he has served as a partner at the Economics Laws Practice in India, which he co-founded. The 25-person firm focuses on consulting, general corporate law, tax regulations, foreign investments and issues relating to the World Trade Organization (WTO). From December 1998 to September 2001, Mr. Nathani was the Proprietor of the Strategic Law Group, also in India, where he practiced telecommunications law, general litigation and licensing.  Mr. Nathani currently serves on the boards of the following companies based in India: BLA Industries Pvt. Ltd, BLA Power Pvt. Ltd., Development Credit Bank Ltd., Phoenix Mills Limited, Salaam Bombay Foundation, and Siddhesh Capital Market Ser vices Pvt. Ltd.

    Mr. Nathani earned a LLM in 1991 from Duke University School of Law. In 1990 Mr. Nathani graduated from Cambridge University with a MA (Hons) in Law. In 1987, he graduated from Sydenham College of Commerce and Economics, Bombay, India.
    3
    Vote Required and Board of Directors’ Recommendation.
     The election of each nominee for director requires a plurality of the votes cast in the election of directors.  The three nominees for director receiving the highest number of affirmative votes from the shares voted at the annual meeting will be elected as directors.  In determining whether the proposal has been approved, abstentions will be counted for purposes of determining the presence or absence of a quorum, but will have no other legal effect under Maryland law, 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 meeting any 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.  Each nominee has consented to being named in this Proxy Statement and to serve if elected.  The Board of Directors recommends that the shareholders vote FOR 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.

    PROPOSAL TWO
    RATIFICATION OF APPOINTMENT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS
    Yoganandh & Ram (“Y & R”), independent registered public accountants, served as the Company’s independent auditors reviewing the Company’s financial statements for the fiscal year ended March 31, 2010, and the Audit Committee has selected them to serve as the Company’s independent auditors for the current (2011) fiscal year.  Services provided to the Company by Yoganandh & Ram (“Y & R”) for the 2010 fiscal year are described in “Audit Information.”  Although shareholder ratification is not required by the Company’s Bylaws or otherwise, the Board of Directors is requesting that shareholders ratify the selection of Yoganandh & Ram (“Y & R”) as the Company’s independent registered public accountants to make an ex amination of the financial statements of the Company for the 2011 fiscal year.  If shareholders do not ratify the selection of Yoganandh & Ram (“Y & R”) at the 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.
    Ratification of the appointment of Yoganandh & Ram (“Y & R”) as the Company’s independent registered public accountants for the 2011 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 of Stockholders 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 Yoganandh & Ram (“Y & R”) as the Company’s independent registered public accountants for the 2011 fiscal year.  Proxies solicited by management for which no specific direction is included will be voted FOR ratification of the appointment of Yoganandh & Ram (“Y & R”).
    4
    SECURITY OWNERSHIP OF BENEFICIAL OWNERS AND MANAGEMENT
    Principal Shareholders
    The following table sets forth information regarding the beneficial ownership of our common stock as of June 28, 2010 by:

    •           each person known by us to be the beneficial owner of more than 5% of our outstanding shares of common stock;
    •           each of our executive officers, directors and our special advisors; and
    •           all of our officers and directors as a group.

    Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission 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 13,344,207 shares of common stock outstanding as of June 28, 2010, is based on the assumption, expressly required by the rules of the Securities and Exchange Commission, that only the person or entity whose ownership is being reported has converted options or warrants into shares of our common stock.
    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.
    5
    The table below sets forth as of June 28, 2010, 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 Commission or otherwise known to us, to be the beneficial owners of more than 5% of the outstanding Common Stock of the Company, (ii) each director and director-nominee 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  Percentage of Class 
    Wells Fargo and Company (2)
    420 Montgomery Street
    San Francisco, CA 94104
    		  1,934,424   14.9%
    Sage Master Investments Ltd (3)
    500 Fifth Avenue, Suite 930
     New York, New York 10110
    		  1,067,300   8.2%
    UBS AG (4)
    Bahnhofstrasse 45
    PO Box CH-8021
    Zurich, Switzerland
    		  859,742   6.6%
    Brightline Capital Management, LLC (5)
    1120 Avenue of the Americas, Suite 1505
    New York, New York 10036
    		  608,100   4.7%
    Ram Mukunda (6)  1,449,914   10.5%
    Ranga Krishna (7)  2,215,624   16.7%
    Richard Prins (8)  196,250   1.5%
    Sudhakar Shenoy(9)  175,000   1.3%
    Suhail Nathani(10)  150,000   1.1%
    Larry Pressler  25,000   * 
    Dr. Anil K. Gupta  25,000   * 
    P.G. Kakodkar  12,500   * 
    Shakti Sinha  12,500   * 
    Dr. Prabuddha Ganguli  12,500   * 
    All Executive Officers and Directors as a group (5 Persons)(11)
    		  4,186,788   28.9%
    * Represents less than 1%
    6
    (1)Unless otherwise indicated, the address of each of the individuals listed in the table is: c/o India Globalization Capital, Inc., 4336 Montgomery Avenue, Bethesda, MD 20814.
    (2)Based on an amended Schedule 13G filed with the SEC on January 13, 2010 by Wells Fargo Company on behalf of its subsidiary Wachovia Bank, National Association which is the direct holder of the shares.   Dr. Ranga Krishna is entitled to 100% of the economic benefits of the shares.
    (3)Based on an amended Schedule 13G filed with the SEC on February 16, 2010 by Sage Master Investments Ltd., a Cayman Islands exempted company (“Sage Master”), Sage Opportunity Fund (QP), L.P., a Delaware limited partnership (“QP Fund”), Sage Asset Management, L.P., a Delaware limited partnership (“SAM”), Sage Asset Inc., a Delaware corporation (“Sage Inc.”), Barry G. Haimes and Katherine R. Hensel (collectively, the “Reporting Persons”). As disclosed in the Schedule 13G, each of the Reporting Persons’ beneficial ownership of 1,067,300 shares of Common Stock constitutes 8.2% of all of the outstanding shares of Common Stock. The address for each of the foregoing parties is c/o 500 Fifth Avenue, Suite 930, New York, New York 10110.
    (4)Based on an amended Schedule 13G filed with the SEC on February 11, 2010 by UBS AG for the benefit and on behalf of UBS Investment Bank, Wealth Management USA, and Global Wealth Management and Business Banking business groups of UBS AG.  As disclosed in the amended Schedule 13G, UBS AG is the beneficial owners of 859,742 shares of common stock (6.6%).
    (5)
    Based on an amended Schedule 13G jointly filed with the SEC on February 17, 2010 by Brightline Capital Management, LLC (“Management”), Brightline Capital Partners, LP (“Partners”), Brightline GP, LLC (“GP”), Nick Khera (“Khera”) and Edward B. Smith, III (“Smith”).  As disclosed in the amended Schedule 13G, Management and Khera are each the beneficial owners of 608,100 shares of common stock (4.7%), Smith is the beneficial owner of 889,600 shares of common stock (6.8%) including 281,500 shares over which he holds sole control of their voting and disposition, and Partners and GP are each the beneficial owners of 595,103 shares of common stock (4.6%), respectively.  The address for each of the foregoing p arties is 1120 Avenue of the Americas, Suite 1505, New York, New York 10036.
    (6)  Includes(i) 245,175 shares of common stock directly owned by Mr. Mukunda, (ii) 425,000 shares of common stock owned by Mr. Mukunda’s wife Parveen Mukunda, (iii) options to purchase 635,000 shares of common stock which are exercisable within sixty (60) days of June 28, 2010, all of which are currently exercisable and (iv) warrants to purchase 144,739 shares of common stock, of which warrants to purchase 28,571 shares of common stock are owned by Mr. Mukunda’s wife Parveen Mukunda and all  which are exercisable within sixty (60) days of June 28, 2010, all of which are currently exercisable.
    (7)
    Includes warrants to purchase 290,000 shares of common stock which are exercisable within sixty (60) days of June 28, 2010, all of which are currently exercisable.  Includes 1,934,424 shares beneficially owned by Wells Fargo & Company, which has sole voting and dispositive control over the shares.   Dr. Krishna is entitled to 100% of the economic benefits of the shares.
    (8)Based on a Form 4 filed with the SEC on May 18, 2009 by Richard Prins.  Includes options to purchase 125,000 shares of common stock and a unit purchase option to purchase 71,250 units, each consisting of 1 share of common stock and 2 warrants to purchase a share of common stock and does not include the warrants underlying the units that may be acquired upon exercise of the unit purchase option.  Both the options, and the unit purchase option are both exercisable within sixty (60) days of June 28, 2010 and currently exercisable.
    (9)Based on a Form 4 filed with the SEC on May 18, 2009 by Sudhakar Shenoy.   Includes options to purchase 125,000 shares of common stock, which are both exercisable within sixty (60) days of June 28, 2010 and currently exercisable.
    (10)Based on a Form 4 filed with the SEC on May 18, 2009 by Suhail Nathani.  Includes options to purchase 100,000 shares of common stock, which are both exercisable within sixty (60) days of June 28, 2010 and currently exercisable.
    (11)Does not include shares owned by our special advisors.  Includes: (i) 2,670,799 shares of common stock, (ii) warrants to purchase 434,739 shares of common stock, (iii) options to purchase 1,010,000 shares of common stock and (iv) a unit purchase option to purchase 71,250 units, each consisting of 1 share of common stock and 2 warrants to purchase a share of common stock and does not include the warrants underlying the units that may be acquired upon exercise of the unit purchase option.  The warrants, options, and the unit purchase option are all both exercisable within sixty (60) days of June 28, 2010 and currently exercisable.   Includes 1,934,424 shares beneficially owned by Wells Fargo & Company, which has sole voting and dispositive control over the shares.

    Messrs. Mukunda and Krishna may be deemed our “parent,” “founder” and “promoter,” as these terms are defined under the Federal securities laws.
    7
    Section 16 (a) Beneficial Ownership Reporting Compliance

    Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our directors, executive officers and persons who beneficially own more than 10% of our common stock to file reports of their ownership of shares with the Securities and Exchange Commission.  Such executive officers, directors and stockholders are required by SEC regulation to furnish us with copies of all Section 16(a) reports they file.  Based solely upon review of the copies of such reports received by us, our senior management believes that all reports required to be filed under Section 16(a) for the fiscal year ended March 31, 2010 were filed in a timely manner except for the following transactions. One of our directors, Ranga Krishna, failed to report the grant of 39,410 shares of our common stock made to him in May 2009 and the g rant of options to purchase 350,000 shares of our common stock made to him in May, 2009 on a Form 4.
    GOVERNANCE OF THE COMPANY
    Board of Directors and Committees
    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 directors, consisting of Mr. Nathani and Mr. Shenoy, will expire at our 2011 annual meeting of stockholders. The term of office of the Class B directors, currently consisting of Mr. Prins and Dr. Krishna, will expire at the 2012 annual meeting of stockholders. The term of office of the Class C director, currently consisting of Mr. Mukunda, will expire at the 2013 annual meeting of stockholders.  These individuals have played a key role in identifying and evaluating prospective acquisition candidates, selecting the target businesses, and structuring, negotiating and consummating the acquisition. The NYSE Amex, where we are listed, has rules mandating that the majority of the board be independent.  Our board of directors will consult with counsel to ensure that the boards of directors’ determinations are consistent with those rules and all relevant securities laws and regulations regarding the independence of directors. The NYSE Amex listing standards define an “independent director” generally as a person, other than an officer of a company, who does not have a relationship with the company that would interfere with the director’s exercise of independent judgment. Consistent with these standards, the board of directors has determined that Messrs. Krishna, Shenoy and Nathani are independent directors.

    Code of Conduct and Ethics

    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 of Ethics”) that applies to the Company’s Chief Executive Officer and senior financial officers, including the Company’s Chief Financial Officer, Controller and persons performing similar functions (collectively, the “Senior Financial Officers”).in accordance with applicable federal securities laws and the rules of th e NYSE Amex.  Investors may view our Senior Financial Officer Code of Ethics on the corporate governance subsection of the investor relations portion of our website at www.indiaglobalcap.com.

    The Company has established separate audit and compensation committees that are described below.  The Company does not have a separate nominating committee.
    8
    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. Krishna and Shenoy, each of whom is an independent director under the NYSE Amex listing standards, serve as members of our Audit Committee.  In addition, we have determined that Messrs. Krishna and Shenoy are “audit committee financial experts” as that term is defined under Item 407 of Regulation S-B 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 to increas e the size of the Audit Committee to three members.

    The Audit Committee will monitor our compliance on a quarterly basis with the terms of our initial public offering.  If any noncompliance issues are 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 our initial public offering.  The Board currently does not have a nominating and corporate governance committee. However, the majority of the independent directors of the Board make all nominations.
    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 Amex listing standards.  The NYSE Amex 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 Amex that the Audit 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 Messrs. Krishna and Shenoy satisfy the NYSE Amex’s definition of financial sophistication and qualify as “audit committee financial experts,” as defined under rules and regulations of the Securities and Exchange Commission.
    Compensation Committee

    Our Board of Directors has established a Compensation Committee composed of two independent directors, Messrs. Krishna and Shenoy and one non-independent director Richard Prins.   The Board determined that Richard Prins is not a current officer or employee or an immediate family member of such person.  The Board deemed Mr. Prins to be non-independent because his firm Ferris Baker Watts received compensation for the initial public offering of the Company’s securities and subsequent and bridge financing.  The Board, however, determined that the best interests of the Company and its shareholders require his membership on the compensation committee, as Mr. Prins brings a great deal of prior experience with memberships on public compensation committees.  The Board used the exception p rovided under Section 805 (b) of the NYSE Amex Company Guide in appointing Richard Prins to the Compensation Committee.  The compensation committee’s purpose is to review and approve compensation paid to our officers and directors and to administer the Company’s Stock Plan.

    9
    Nominating and Corporate Governance Committee

    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 Amex Company Guide.   Any stockholder wishing to recommend an individual to be considered by our board of directors as a nominee for election as a director should send a signed letter of recommendation to the following address: India Globalization Capital, Inc. c/o Corporate Secretary, 4336 Montgomery Avenue, Bethesda, MD 20814. Recommendation letters must state the reasons for the recommendation and contain the full name and address of each proposed nominee as well as a brief biographical history setting forth past and present directorships, employments, occupation s and civic activities. A written statement should accompany any such recommendation from the proposed nominee consenting to be named as a candidate and, if nominated and elected, consenting to serve as a director. We may also require a candidate to furnish additional information regarding his or her eligibility and qualifications. The board of directors does not intend to evaluate candidates proposed by stockholders differently than it evaluates candidates that are suggested by our board members, execution officers or other sources.
    Board and Committee Meetings

    During the fiscal year ended March 31, 2010, our board of directors held 5 meetings. Although we do not have any formal policy regarding director attendance at our annual meetings, we attempt to schedule our annual meetings so that all of our directors can attend. During the fiscal year ended March 31, 2010, all of our directors attended 100% of the meetings of the board of directors. During the fiscal year ended March 31, 2010, there were 5 meetings of the audit committee, all of which were attended by all of the members of the committee and 2 meetings of the compensation committee, all of which were attended by all of the members of the committee.
    Communications with Directors
    Any director may be contacted by writing to him or her c/o the Secretary of the Company at the address set forth above.  Communications to the non-management directors as a group may be sent to the Independent Directors c/o the Secretary of the Company at the same address.  We promptly forward, without screening other than normal security procedures for all our mail, all correspondence to the indicated director or directors.
    Indemnification Agreements
    We have entered into indemnification agreements with our officers and directors   Under the terms of the indemnification agreements, we agreed 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
    We do not have a formal policy requiring directors to attend shareholder meetings but we encourage members of the Board of Directors to attend the Annual Meeting of Shareholders.
    10
    Compensation Committee Interlocks and Insider Participation
    A Compensation Committee comprised of two independent members of the Board of Directors, Ranga Krishna and Sudhakar Shenoy, and a non-independent director Richard Prins, administer executive compensation.  No executive officer of the Company served as a director or member of the compensation committee of any other entity.

    Audit Committee Report

    The Audit Committee of the Board is composed of two directors, both of whom meet the current NYSE Amex 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, 2010 (the “Audited Financial Statements”).
    ·                  The Audit Committee reviewed and discussed the Company’s Audited Financial Statements with management;

    ·     The Audit Committee discussed with Yoganandh & Ram (“Y & R”), Chartered Accountants (“Y & R”), the Company’s independent auditors for fiscal year 2010, the matters required to be discussed by Statements on Auditing Standards No. 61 (Codification of Statements on Auditing Standards, AU §380), as adopted by the Public Company Accounting Oversight Board in Rule 3200T;

    ·                  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 Y&R its independence from the Company and its management, and considered whether Y&R’s provision of non-audit services to the Company was compatible with the auditor’s independence; and
    ·                  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 the fiscal year ended March 31, 2010, for filing with the U.S. Securities and Exchange Commission.
    All members of the Audit Committee concur in this report.
    AUDIT COMMITTEE:Ranga Krishna
    Sudhakar Shenoy
    Compensation Committee Report
    The Compensation Committee of the Board is composed of three directors, two of whom meet the current NYSE Amex test for independence.  The Committee acts under a written charter adopted by the Board.  The Compensation Committee has prepared the following report on its activities for the fiscal year ended March 31, 2010.  The “of the Compensation Committee Report” shall not be deemed incorporated by reference by any general statement incorporating this proxy statement into any filing under the Securities Act of 1933 or under the Securities Exchange Act of 1934, except to the extent that the Company specifically incorporates this information by reference, and shall not otherwise be deemed filed under such Acts.
    The Compensation Committee oversees, on behalf of the board of directors of the Company, The Company’s executive compensation programs, including payments and awards to its executive officers and directors. The Committee has overall responsibility for approving and evaluating the Company’s director and officer compensation plans, policies and programs and addressing other compensation issues facing the Company that require board action. The Committee is also responsible for discussing with management and recommending to the board of directors the Compensation Discussion and Analysis for inclusion in the Company’s annual proxy statement, in accordance with applicable SEC regulations.
    11
    In discharging its responsibilities, the Compensation Committee:
    Reviewed and discussed with management the Compensation Discussion and Analysis included in this proxy statement; and
    Based upon its review and discussions, the Compensation Committee recommended to the board of directors that the Compensation Discussion and Analysis be included in the proxy statement and furnished in The Company’s annual report on Form 10-K for the fiscal year ended March 31, 2010, through its incorporation by reference from the proxy statement.
    All members of the Compensation Committee concur in this report.
    COMPENSATION COMMITTEE:Ranga Krishna
    Richard Prins
    Sudhakar Shenoy
    Executive Officers
    Set forth below is information regarding our current executive officers. Except as set forth below, there are no family relationships between any of our executive officers and our directors. Executive officers are elected annually by our Board of Directors. Each executive officer holds his office until he resigns or is removed by the Board or his successor is elected and qualified.
    NameAgePosition
    Mr. Ram Mukunda51Chief Executive Officer, Executive Chairman, President and Director
    Mr. John Selvaraj66Principal Accounting Officer

    Mr. Ram Mukunda has served as our Chief Executive Officer, President and a Director since our inception on April 29, 2005 and was Chairman of the Board from April 29, 2005 through December 15, 2005. Since September 2004 Mr. Mukunda has served as Chief Executive Officer of Integrated Global Networks, LLC, a communications contractor in the U.S. Government. From January 1990 to May 2004, Mr. Mukunda served as Founder, Chairman and Chief Executive Officer of Startec Global Communications, an international telecommunications carrier focused on providing voice over Internet protocol (VOIP) services to the emerging economies. Startec was among the first carriers to have a direct operating agreement with India for the provision of telecom services. Mr. Mukunda was responsible for t he organizing, structuring, and integrating a number of companies owned by Startec. Many of these companies provided strategic investments in India-based operations or provided services to India-based companies. Under Mr. Mukunda’s tenure at Startec, the company made an initial public offering of its equity securities in 1997 and conducted a public high-yield debt offering in 1998.

    From June 1987 to January 1990, Mr. Mukunda served as Strategic Planning Advisor at INTELSAT, a provider of satellite capacity. Mr. Mukunda serves on the Board of Visitors at the University of Maryland School of Engineering. From 2001-2003, 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 the University of Maryland’s 2001 Distinguished Engineering Alumnus Award and the 1998 Ernst & Young, LLP’s Entrepreneur of the Year Award. He holds B.S. degrees in electrical engineering and mathematics and a MS in Engineering from the University of Maryland.

    Mr. John B. Selvarajhas served as our Treasurer and Principal Accounting Officer since November 27, 2006.  From November 15, 1997 to August 10, 2007, Mr. Selvaraj served in various capacities with Startec, Inc., including from January 2001 to April 2006 as Vice President of Finance and Accounting where he was responsible for SEC reporting and international subsidiary consolidation.  Prior to joining Startec, from July 1984 to December 1994, Mr. Selvaraj served as the Chief Financial and Administration Officer for the US office of the European Union.  In 1969, Mr. Selvaraj received a BBA in Accounting from Spicer Memorial College India, and an Executive MBA, in 1993, from Averette University, Virginia.  Mr. Selvaraj is a Charted AccountantA ccountant (CA, 1971).


    12

    Sricon Management

    Rabindralal B. Srivastava is Founder and Chairman

    Compensation of Sricon. In 1974, he started his career at Larsen and Toubro (L&T), one of India’s premier engineering and construction companies. He subsequently, in 1994 as Vijay Engineering, became a civil engineering sub-contractor to L&T. He worked as a sub-contractor for L&T in Haldia, West Bengal and Tuticorin in South India among others. Under his leadership, Vijay Engineering expanded to include civil engineering and construction of power plants, water treatment plants, steel mills, sugar plants and mining. In 1996, Mr. Srivastava founded Srivastava Construction Limited, which in 2004 changed its name to Sricon Infrastructure to address the larger infrastructure needs in India like highway construction. He merged Vijay Engineering and Sricon in 2004. Mr. Srivastava graduated with a BSc. from Banaras University in 1974. Mr. Srivastava founded Hi-tech Pro-Oil Complex in 1996. The company is involved in the extraction of soy bean oil. He founded Aurobindo Laminations Limited in 2003. The company manufactures laminated particleboards.

    Abhay Wakhare has been the General Manager of Finance and Accounting of Sricon since 2004, where he is responsible for finance, accounting, human resources, and is the corporate secretary of the company. Mr. Wakhare has broad experience having worked in several industries. From 2002-2004, he was the General Manager Finance, for the ammunitions manufacturing division of the Eros Group of companies. From 1999-2002, he was an entrepreneur having founded a perfume company. From 1996-1999, he was the chief executive officer of Disani Agro Limited, a $50m pesticide and herbicide manufacturer. From 1994-1996, he was the Assistant General Manager Finance, at Hindustan Lever. Mr. Wakhare’s education and qualifications are as follows: BCom (Bachelor of Commerce), 1990, M.Com, 1992, Nagpur University. IICA, 1993 (Indian Institute of Cost Accountants). CFA, 1993 (Chartered Financial Analyst). LLB 1993, (Bachelor of Law), Pune University. MBA, 1994, Symbosis Institute of Management, Pune (ranked as the 4th best business school in India in 2007, according to a survey conducted by Indian Institute of Management, Ahemdabad ) LLM, 1996, (Masters in Law), Osmaniya University. M.Sc. Finance, 1997, Business School of Hyderabad.

    TBL Management

    Jortin Antony. He has been the Managing Director of TBL since 2000. Prior to that, he held various positions at Bhagheeratha starting as a management trainee in 1991. From 1997 to 2000, he was the Director of Projects at Bhagheeratha. In 2003, Mr. Jortin Antony was awarded the Young Entrepreneur Award from the Rashtra Deepika. He graduated with a B.Eng, in 1991, from Bangalore Institute of Technology, University of Bangalore.

    M Santhosh Kumar, has been with TBL since 1991. Since 2002 he has been the Deputy Manager (Finance and Accounting). From 2000 to 2002, he was the Marketing Executive for Techni Soft (India) Limited, a subsidiary of Techni Bharathi Limited. From 1991 to 2000, he held various positions at TBL in the Finance and Accounting department. From 1986 to 1991, he worked as an accountant in the Chartered Account firm of Balan and Company. In 1986 Mr. Santhosh Kumar graduated with a BA in Commerce from, Gandhi University, Kerala, India.

    Special Advisors

    Senator Larry Pressler has served as our Special Advisor since February 3, 2006. Since leaving the U.S. Senate in 1997, Mr. Pressler has been a combination of businessman, lawyer, corporate board director and lecturer at universities. From March 2002 to present he has been a partner in the New York firm Brock Law Partners. Prior to that, March 1997 to March 2002, he was a law partner with O’Connor & Hannan.

    From 1979 to 1997, Mr. Pressler served as a member of the United States Senate. He served as the Chairman of the Senate Commerce Committee on Science and Transportation, and the Chairman of the Subcommittee on Telecommunications (1994 to 1997). From 1995 to 1997, he served as a Member of the Committee on Finance and from 1981 to 1995 on the Committee on Foreign Relations. From 1975 to 1979, Mr. Pressler served as a member of the United States House of Representatives. Among other bills, Senator Pressler authored the Telecommunications Act of 1996. As a member of the Senate Foreign Relations Committee, he authored the “Pressler Amendment,” which became the parity for nuclear weapons in Asia from 1980 to 1996.

    In 2000, Senator Pressler accompanied President Clinton on a visit to India. He is a frequent traveler to India where he lectures at universities and business forums. He is a member of several boards of Indian and US companies including the board of directors for Infosys Technologies, Inc. (INFY). He serves on the board of directors for The Philadelphia Stock Exchange and Flight Safety Technologies, Inc. (FLST). From 2002 to 2005 he served on the board of advisors at Chrys Capital, a fund focused on investments in India. He was on the board of directors of Spectramind from its inception in 1999 until its sale to WIPRO, Ltd (WIT) in 2003.

    In 1971, Mr. Pressler earned a Juris Doctor from Harvard Law School and a Masters in Public Administration from the Kennedy School of Government at Harvard. From 1964 to 1965 he was a Rhodes Scholar at Oxford University, England where he earned a diploma in public administration. Mr. Pressler is a Vietnam war veteran having served in the U.S. Army in Vietnam in 1967-68. He is an active member of the Veterans of Foreign Wars Association.

    13

    Howard Gutman has served as our Special Advisor since April 5, 2007. Although he is not serving as an attorney for the Company, Mr. Gutman has been a lawyer in Washington D.C. for twenty-five years. Mr. Gutman rejoined Williams & Connolly in October 1986 and became a partner in 1988. He remains a partner at the firm today (although the firm has no role with the Company), where he is a business litigator.

    From May 1985 to October 1986, he was Special Assistant to the Director William H. Webster of the Federal Bureau of Investigation. From October 1982 to May 1985, Mr. Gutman was an associate at the law firm of Williams & Connolly. Mr. Gutman has been active in Democratic politics for 20 years having served as an advisor to candidates for President, Governor, and Congress. He assisted the Gore campaign in Florida in 2000. Mr. Gutman, since 1983, has been an Associate Editor of Litigation Magazine and an active participant in the ABA’s Litigation Section. He has also appeared on several episodes of the HBO series “K Street.”

    Mr. Gutman was graduated from Columbia University with a B.A. Summa Cum Laude in 1977 and from the Harvard Law School, Magna Cum Laude in 1980. From September 1980-September 1981, he served as a Law Clerk to The Honorable Irving L. Goldberg of the United States Court of Appeals for the Fifth Circuit. From September 1981-September 1982, Mr. Gutman served as Law Clerk to The Honorable Potter Stewart,(retd), United States Supreme Court.

    Anil K. Gupta has served as our Special Advisor since May 25, 2005. Dr. Gupta has been Professor of Strategy and Organization at the University of Maryland since 1986. He has been Chair of the Management & Organization Department, Ralph J. Tyser Professor of Strategy and Organization, and Research Director of the Dingman Center for Entrepreneurship at the Robert H. Smith School of Business, The University of Maryland at College Park, since July 2003. Dr. Gupta earned a Bachelor of Technology from the Indian Institute of Technology in 1970, an MBA from the Indian Institute of Management in 1972, and a Doctor of Business Administration from the Harvard Business School in 1980. Dr. Gupta has served on the board of directors of NeoMagic Corporation (NMGC) since October 2000 and has previously served as a director of Omega Worldwide (OWWP) from October 1899 through August 2003 and Vitalink Pharmacy Services (VTK) from July 1992 through July 1999.

    P. G. Kakodkar has served as our Special Advisor since February 3, 2006. Mr. Kakodkar serves on the boards of several Indian companies, many of which are public in India. Since January of 2005 he has been a member of the board of directors of State Bank of India (SBI) Fund Management, Private Ltd., which runs one of the largest mutual funds in India. Mr. Kakodkar’s career spans 40 years at the State Bank of India. He served as its Chairman from October 1995 to March 1997. Prior to his Chairmanship, he was the Managing Director of State Bank of India (SBI) Fund Management Private Ltd., which operates the SBI Mutual Fund.

    Some of Mr. Kakodkar’s board memberships are: Since July 2005, he has served on the board of directors of the Multi Commodity Exchange of India. Since April 2000, he has been on the board of Mastek, Ltd, an Indian software house specializing in client server applications. In June 2001, he joined the board of Centrum Capital Ltd, a financial services company. Since March 2000, he has been on the board of Sesa Goa Ltd., the second largest mining company in India. In April 2000, he joined the board at Uttam Galva Steel and in April 1999 he joined the board of Goa Carbon Ltd a manufacturer-exporter of petcoke. Mr. Kakodkar received a BA from Karnataka University and an MA from Bombay University, in economics, in 1954 and 1956, respectively. Mr. Kakodkar currently is an advisor to Societe Generale, India, which is an affiliate of SG Americas Securities, LLC, one of the underwriters of the IPO.

    Shakti Sinha, has served as our Special Advisor since May 25, 2005. Since July 2004, Mr. Sinha has been working as a Visiting Senior Fellow, on economic development, with the Government of Bihar, India. From January 2000 to June 2004, he was a Senior Advisor to the Executive Director on the Board of the World Bank. From March 1998 to November 1999, he was the Private Secretary to the Prime Minister of India. He was also the Chief of the Office of the Prime Minister. Prior to that he has held high level positions in the Government of India, including from January 1998 to March 1998 as a Board Member responsible for Administration in the Electricity Utility Board of Delhi. From January 1996 to January 1998, he was the Secretary to the Leader of the Opposition in the lower house of the Indian Parliament. From December 1995 to May 1996, he was a Director in the Ministry of Commerce. In 2002, Mr. Sinha earned a M.S. in International Commerce and Policy from the George Mason University, USA. In 1978 he earned a M.A. in History from the University of Delhi and in 1976 he earned a BA (Honors) in Economics from the University of Delhi.

    Prabuddha Ganguli has served as our Special Advisor since May 25, 2005. Since September 1996, Dr. Ganguli has been the CEO of Vision-IPR. The company offers management consulting on the protection of intellectual property rights. His clients include companies in the pharmaceutical, chemical and engineering industries. He is an adjunct professor of intellectual property rights at the Indian Institute of Technology, Bombay. Prior to 1996, from August 1991 to August 1996, he was the Head of Information Services and Patents at the Hindustan Lever Research Center. In 1986, he was elected as a fellow to the Maharashtra Academy of Sciences. In 1966, he received the National Science Talent Scholarship (NSTS). In 1977, he was awarded the Alexander von Humboldt Foundation Fellow (Germany). He is Honorary Scientific Consultant to the Principal Scientific Adviser to the Government of India. He is a Member of the National Expert Group on Issues linked to Access to Biological materials vis-à-vis TRIPS and CBD Agreements constituted by the Indian Ministry of Commerce and Industry. He is also a Member of the Editorial Board of the

    14

    intellectual property rights journal “World Patent Information” published by Elsevier Science Limited, UK. He is a Consultant to the World Intellectual Property Organization (WIPO), Geneva in intellectual property rights capability building training programs in various parts of the world. In 1976, Dr. Ganguli received a PhD from the Tata Institute of Fundamental Research, Bombay in chemical physics. In 1971 he received a M.Sc. in Chemistry from the Indian Institute of Technology (Kanpur) and in 1969 he earned a BS from the Institute of Science (Bombay University).

    Board of Directors

    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 directors, consisting of Mr. Nathani and Mr. Shenoy, will expire at our annual meeting of stockholders to be held in 2010. The term of office of the Class B directors, consisting of Mr. Prins and Dr. Krishna, will expire at the second annual meeting of stockholders. The term of office of the Class C director, consisting of Mr. Mukunda, will expire at the third annual meeting of stockholders. The American Stock Exchange, where we are listed, has rules mandating that the majority of the board be independent. Our board of directors will consult with counsel to ensure that the boards of directors’ determinations are consistent with those rules and all relevant securities laws and regulations regarding the independence of directors. The Amex listing standards define an “independent director” generally as a person, other than an officer of a company, who does not have a relationship with the company that would interfere with the director’s exercise of independent judgment. Consistent with these standards, the board of directors has determined that Messrs. Krishna, Shenoy and Nathani are independent directors.

    Committee of the Board of Directors

    Our Board of Directors has established an Audit Committee currently composed of two independent directors who report 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, we have determined that Mr. Shenoy is an “audit committee financial expert” as that term is defined under Item 407 of Regulation S-B 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 to increase the size of the Audit Committee to three members.

    The Audit Committee will monitor our compliance on a quarterly basis with the terms of our initial pubic 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 our initial pubic offering. The Board currently does not have a nominating or corporate governance committee. However, all nominations are made by the majority of the independent directors of the Board.

    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 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 Audit 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 and Dr. Krishna satisfy the American Stock Exchange’s definition of financial sophistication and qualify as an “audit committee financial expert,” as defined under rules and regulations of the Securities and Exchange Commission.

    Compensation Committee

    Our Board of Directors has established a Compensation Committee currently composed of three directors who report to the Board of Directors. Messrs. Krishna and Shenoy, each of whom is an independent director under the American Stock Exchange’s listing standards, and Mr. Prins serve as members of our Compensation Committee. The Compensation Committee’s purpose is to review and approve compensation paid to our officers and directors and to administer the Stock Plan.

    15

    Nominating and Corporate Governance Committee

    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, the entire board of directors decides on nominees, on the recommendation of one or more members of the board of directors. Any stockholder wishing to recommend an individual to be considered by our board of directors as a nominee for election as a director should send a signed letter of recommendation to the following address: India Globalization Capital, Inc. c/o Corporate Secretary, 4336 Montgomery Avenue, Bethesda, MD 20817.

    Recommendation letters must state the reasons for the recommendation and contain the full name and address of each proposed nominee as well as a brief biographical history setting forth past and present directorships, employments, occupations and civic activities. Any such recommendation should be accompanied by a written statement from the proposed nominee consenting to be named as a candidate and, if nominated and elected, consenting to serve as a director. We may also require a candidate to furnish additional information regarding his or her eligibility and qualifications. The board of directors does not intend to evaluate candidates proposed by stockholders differently than it evaluates candidates that are suggested by our board members, execution officers or other sources.

    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. We have filed the code of conduct and ethics as Exhibit 99.1 to our Registration Statement on Form S-1/A, filed with the Securities and Exchange Commission on March 2, 2006.

    Board Meetings

    During the fiscal year ended March 31, 2008, our board of directors held five meetings. Although we do not have any formal policy regarding director attendance at our annual meetings, we will attempt to schedule our annual meetings so that all of our directors can attend. During the fiscal year ended March 31, 2008, all of our directors attended 100% of the meetings of the board of directors.

    Section 16(a) Beneficial Ownership Reporting Compliance

    Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our directors, executive officers and persons who beneficially own more than 10% of our common stock to file reports of their ownership of shares with the Securities and Exchange Commission ). Such executive officers, directors and stockholders are required by SEC regulation to furnish us with copies of all Section 16(a) reports they file. Based solely upon review of the copies of such reports received by us, our senior management believes that all reports required to be filed under Section 16(a) for the fiscal year ended March 31, 2008 were filed in a timely manner.

    Director Compensation


    Our directors do not currently receive any cash compensation for their service as members of the board of directors.   We anticipateIn 2009 all board members were awarded stock options pursuant to our 2008 Omnibus Incentive Plan.   Messers. Prins and Shenoy each received options to purchase 125,000 shares of common stock at an exercise price of $1.00 per share that inwere exercisable at the near future we will pay varying levelstime of compensationgrant and which expire on May 13, 2014, five years from the date of grant.  Mr. Nathani received options to purchase 100,000 shares of common stock at an exercise price of $1.00 per share that were exercisable at the currenttime of grant and newly elected non-employee directorswhich expire on May 13, 2014, five years from the date of the Company for their services as directors in the future based on their eligibility to be members of our audit and compensation committees. We anticipate determining director compensation in accordance with industry practice and standards.

    grant.  

    We pay IGN, LLC, an affiliate of Mr. Mukunda, $4,000 per month for office space and certain general and administrative services.  Mr. Mukunda is the Chief Executive Officer of IGN, LLC.  We believe, based on rents and fees for similar services in the Washington, DC metropolitan area that the fee charged by IGN LLC wasis at least as favorable as we could have obtained from an unaffiliated third party.  The agreement with IGN with respect to such services initially provided that payments would cease upon the acquisition of Sricon and TBL. However, as our independent directors have approved the continuation of the agreementis on a month-to-month basis having determined thatand may be terminated by the space and services are of benefit to the Company and, as noted above, they believe that the rates are at least as favorable as we could have obtained from an unaffiliated third party.

    16

    board without notice. 

    DIRECTOR AND EXECUTIVE COMPENSATION

    Compensation Discussion and Analysis

    Overview of Compensation Policy

    The Company’s Compensation Committee is empowered to review and approve, or in some cases recommend for the approval of the full Board of Directors the annual compensation for the executive officers of the Company. This Committee has the responsibility for establishing, implementing, and monitoring the Company’s compensation strategy and policy. Among its principal duties, the Committee ensures that the total compensation of the executive officers is fair, reasonable and competitive.

    Objectives and Philosophies of Compensation

    The primary objective of the Company’s compensation policy, including the executive compensation policy, is to help attract and retain qualified, energetic managers who are enthusiastic about the Company’s mission and products. The policy is designed to reward the achievement of specific annual and long-term strategic goals aligning executive performance with company growth and shareholder value. In addition, the Board of Directors strives to promote an ownership mentality among key leaders and the Board of Directors.

    Setting Executive Compensation

    The compensation policy is designed to reward performance. In measuring executive officers’ contribution to the Company, the Compensation Committee considers numerous factors including the Company’s growth and financial performance as measured by revenue, gross margin and net income before taxes among other key performance indicators.

    Regarding most compensation matters, including executive and director compensation, management provides recommendations to the Compensation Committee; however, the Compensation Committee does not delegate any of its functions to others in setting compensation. The Compensation Committee does not currently engage any consultant related to executive and/or director compensation matters.

    Stock price performance has not been a factor in determining annual compensation because the price of the Company’s common stock is subject to a variety of factors outside of management’s control. The Company does not subscribe to an exact formula for allocating cash and non-cash compensation. However, a significant percentage of total executive compensation is performance-based. Historically, the majority of the incentives to executives have been in the form of non-cash incentives in order to better align the goals of executives with the goals of stockholders.

    13
    Elements of Company’s Compensation Plan

    The principal components of compensation for the Company’s executive officers are:

    • base salary

    • performance-based incentive cash compensation

    • right to purchase the company’s stock at a preset price (stock options)

    • retirement and other benefits

    ·base salary
    ·performance-based incentive cash compensation
    ·right to purchase the company’s stock at a preset price (stock options)
    ·retirement and other benefits
    Base Salary

    The Company provides named executive officers and other employees with base salary to compensate them for services rendered during the fiscal year. Base salary ranges for named executive officers are determined for each executive based on his or her position and responsibility.

    17

    During its review of base salaries for executives, the Committee primarily considers:

    • market data;

    • internal review of the executives’ compensation, both individually and relative to other officers; and

    • individual performance of the executive.

    ·market data;
    ·internal review of the executives’ compensation, both individually and relative to other officers; and
    ·individual performance of the executive.
    Salary levels are typically evaluated annually as part of the Company’s performance review process as well as upon a promotion or other change in job responsibility.

    Performance-Based Incentive Compensation

    The management incentive plan gives the Committee the latitude to design cash and stock-based incentive compensation programs to promote high performance and achievement of corporate goals, encourage the growth of stockholder value and allow key employees to participate in the long-term growth and profitability of the Company. So that stock-based compensation may continue to be a viable part of the Company’s compensation strategy, management is currently seeking shareholder approval of a proposal to increase the number of shares of Company common stock reserved for issuance pursuant to the Company’s Stock Plan.

    Ownership Guidelines

    To directly align the interests of the Board of Directors with the interests of the stockholders, the Committee recommends that each Board member maintain a minimum ownership interest in the Company. Currently, the Compensation Committee recommends that each Board member own a minimum of 5,000 shares of the Company’s common stock with such stock to be acquired within a reasonable time following election to the Board.

    Stock Option Program

    The Stock Option Program assists the Company to:

    • enhance the link between the creation of stockholder value and long-term executive incentive compensation;

    • provide an opportunity for increased equity ownership by executives; and

    • maintain competitive levels of total compensation.

    ·enhance the link between the creation of stockholder value and long-term executive incentive compensation;
    ·provide an opportunity for increased equity ownership by executives; and
    ·maintain competitive levels of total compensation.
    Stock option award levels will be determined based on market data and will vary among participants based on their positions within the Company and are granted at the Committee’s regularly scheduled meeting. We anticipate that options will be awarded at the AMEX’s closing price of the Company’s Common Stock on the date of the grant. As of March 31 2008,st, 2010, we had not granted any78,820 shares of common stock and 1,413,000 stock options under our Stock Plan.

    14

    Perquisites and Other Personal Benefits

    The Company provides some executive officers with perquisites and other personal benefits that the Company and the Committee believe are reasonable and consistent with its overall compensation program to better enable the Company to attract and retain superior employees for key positions. The Committee periodically reviews the levels of perquisites and other personal benefits provided to named executive officers.

    Some executive officers are provided use of a company automobiles and allan assistant.  All employees can participate in the plans and programs described above.

    Each employee of the Company is entitled to term life insurance, premiums for which are paid by the Company. In addition, each employee is entitled to receive certain medical and dental benefits and part of the cost is funded by the employee.

    18

    Accounting and Tax Considerations

    The Company’s stock option grant policy will be impacted by the implementation of FASB ASC 718 (Previously referred to as SFAS No. 123R,123R), which was adopted in the first quarter of fiscal year 2006. Under this accounting pronouncement, the Company is required to value unvested stock options granted prior to the adoption of SFAS 123FASB ASC 718 under the fair value method and expense those amounts in the income statement over the stock option’s remaining vesting period.

    Section 162(m) of the Internal Revenue Code restricts deductibility of executive compensation paid to the Company’s chief executive officer and each of the four other most highly compensated executive officers holding office at the end of any year to the extent such compensation exceeds $1,000,000 for any of such officers in any year and does not qualify for an exception under Section 162(m) or related regulations. The Committee’s policy is to qualify its executive compensation for deductibility under applicable tax laws to the extent practicable. In the future, the Committee will continue to evaluate the advisability of qualifying its executive compensation for full deductibility.


    Compensation for Executive Officers of the Company

         Prior to the acquisition of Sricon and TBL by the Company on March 8, 2008, we did not pay any cash compensation to our executive officers or their affiliates except as follows.


    As described above in “Directors, Executive Officers And Special Advisors“ Compensation of the Company – Director Compensation”Directors”, we pay IGN, LLC, an affiliate of Mr. Mukunda, $4,000 per month for office space and certain general and administrative services, an amount which is not intended as compensation for Mr. Mukunda.    On or aroundAround November 27, 2006, we engaged SJS Associates, an affiliate of Mr. Selvaraj, which provides the services of Mr. John Selvaraj as our Treasurer.  We have agreed to pay SJS Associates $5,000 per month for these services.  Mr. Selvaraj is the Chief Executive Officer of SJS Associates.  Effective November 1, 2007 the Company and SJS Associates terminated the agreement.  We subsequently entered into a new agreement with SJS Associates on identical terms subsequent to the acquisition of Sricon and TBL.  On May 22, 2008, the Company and its subsidiary India Globalization Capital Mauritius (“IGC-M”) entered into an employment agreement (the “Employment Agreement”) with Ram Mukunda, pursuant to which he will receive a salary of $300,000 per year for services to IGC and IGC-M as Chief Executive Officer.   The Employment Agreement was approved in May 2008 and made effective as of March 8, 2008.  For fiscal year 2008,2009, Mr. Mukunda was paid $15,000.

    $300,000 plus a $150,000 bonus.  For fiscal year 2010, Mr. Mukunda was paid $300,000, and he received $40,894 in stock options for total compensation of $340,894.

    15
    The annual executive compensation for the Chief Executive Officer and Chief Financial Officer of the Company is set out below.


    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’s principal executive officer or acting in a similar capacity during the last two completed fiscal years, regardless of compensation level, and (ii) the Company’s two most highly compensated executive officers other than the principal executive officers serving at the end of the last two completed fiscal years (collectively, the “Named Executive Officers”).
    Summary Compensation Table
    Name and Principal Position Year Salary  Bonus  
    Option
    Awards(1)
    		  Total 
    Compensation              
    Ram Mukunda, Chief Executive Officer and President 2010 $300,000  $-  $40,894  $340,894 
      2009 $300,000  $150,000  $-  $450,000 
    John Selvaraj, Chief Financial Officer 2010 $69,000  $-  $-  $69,000 
      2009 $63,300  $-  $-  $63,300 

     (1)The amounts reported in this column represent the fair value of option awards to the named executive officer as computed on the date of the option grant using the Black-Scholes option-pricing model.

    The following table provides information about equity and non-equity awards granted to the Named Executive Officers in the fiscal year ended March 31, 2010.
    Grants of Plan-Based Awards
    Name Grant Date 
    All Other
    Stock Awards:
    Number of
    Shares of
    Stock or
    Units (#)
    		  
    All Other
    Option Awards:
    Number of
    Securities
    Underlying
    Options (#)
    		  
    Exercise or
    Base Price
    of Option
    Awards
    ($/Sh)
    		  
    Grant Date
    Fair Value
    of Stock and
    Option
    Awards
    		 
    Ram Mukunda 5/13/2009  39,410   635,000  $1.00  $60,599 

    Outstanding Equity Awards at Fiscal Year End
    The following table sets forth information with respect to outstanding stock options held by the Company’s Named Executive Officers at March 31, 2010.
       
    Number of
    		   
    Number of
    		      
       
    Securities
    		   
    Securities
    		      
       
    Underlying
    		   
    Underlying
    		      
       
    Unexercised
    		   
    Unexercised
    		   
    Option Exercise
    		  
       
    Options (#)
    		   
    Options (#)
    		   
    Price
    		 
    Option Expiration
    Name
    		  
    Exercisable
    		   
    Unexercisable
    		   
    ($)
    		 
    Date
    Ram Mukunda  635,000   -  $1.00 5/13/14

    16

    Compensation of Directors

    The following table sets forth all compensation of executive of Sricon

    FY 2006FY 2007FY 2008
    Ram Mukunda$0$0$15,000 (1)  
    John Selvaraj (2)$0$15,000$35,000 (3)  
    awarded to, earned by or paid to the directors in the fiscal year ended March 31, 2010 for service as directors:
     
    Name
    		 
    Fees Earned
    Or Paid in
    Cash ($)
    		  
    Stock
    Awards
     ($)
    		  
    Option
    Awards
    ($)
    		  
    Non-Equity
    Incentive
    Plan
    Compensation
    ($)
     
    		  
    Change in Pension Value and Nonqualified
    Deferred
    Compensation
    Earnings
    ($)
    		  
    All
    Other
    Compensation
    ($)
    		  
    Total
     ($)
    		 
                          
    Ram Mukunda  0   0   0   0   0   0   $0 
    Dr. Ranga Krishna (1)  0   0  $22,540   0   0   0   $22,540 
    Sudhakar Shenoy (2)  0   0  $8,050   0   0   0   $   8,050 
    Richard Prins (2)  0   0  $8,050   0   0   0   $  8,050 
    Suhail Nathani (2)  0   0  $6,440   0   0   0   $6,440 

    (1)Excludes an additional $4,355 dueNon-qualified option to Mr. Mukunda for the period ended March 31, 2008 as a resultpurchase 350,000 shares of the approvalCompany’s common stock at $1.00 granted on May 13, 2009 exercisable in full upon the date of his employment agreement in May 2008, which amount was paid to Mr. Mukunda in fiscal year 2009.
    grant for a period of 5 years.
    (2)PaidNon-qualified option to Mr. Selvaraj’s affiliated company SJS Associates.
    purchase 125,000 shares of the Company’s common stock at $1.00 granted on May 13, 2009 exercisable in full upon the date of grant for a period of 5 years.
    (3)Excludes an additional $3,871 dueNon-qualified option to SJS Associates for the period ended March 31, 2008 as a resultpurchase 100,000 shares of the approvalCompany’s common stock at $1.00 granted on May 13, 2009 exercisable in full upon the date of the new agreement with SJS Associates, which amount was paid to SJS Associates in fiscal year 2009.grant for a period of 5 years.

    Compensation for Executive Officers of Sricon

    The annual executive


    All compensation for the Chairman and Managing Director of Sriconpaid to our employee director is set out below. forth in the tables summarizing executive officer compensation above.
    The USD amounts are shown at a conversion rateOption Awards column reflects the grant date fair value, in accordance with Accounting Standards Codification (ASC) Topic 718, Compensation — Stock Compensation (formerly Statement of INR 40 to USD 1.

    Summary compensation of executive of Sricon

    FY 2006FY 2007FY 2008
    Mr. R SrivastavaINR 600,000INR 600,000INR 600,000
    USD 15,000USD 15,000USD 15,000

    19

    CompensationFinancial Accounting Standards (SFAS) No. 123R) for Executive Officers of TBL

    The annual executive compensation for the Managing Director of TBL is set out below. The USD amounts are shown at a conversion rate of INR 40 to USD 1.

    Summary compensation of executive of TBL

    FY 2006FY 2007FY 2008
    Mr. Jortin AntonyINR 480,000INR 480,000INR 480,000
    USD 12,000USD 12,000USD 12,000

    Compensation of Directors

         No compensation was paidawards pursuant to the Company’s Boardequity incentive program. Assumptions used in the calculation of Directorsthese amounts for the onefiscal year period ended March 31, 2008.

    Certain Relationships and Related Transactions

         As of2010 are included in Footnote 16 “Stock-Based Compensation” to the Company’s audited financial statements for the fiscal year ended March 31, 2008, there were no related party transactions other than2010, included in the agreementsCompany’s Annual Report on Form 10-K filed with IGN, an affiliate of Ram Mukunda,the SEC on July 14, 2010.  


    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 SJS Associates, an affiliate of John Selvaraj, described above . We are party to indemnification agreements with each ofwhat extent, a director realizes value will depend on the executive officersCompany’s actual operating performance and directors. Such indemnification agreements require us to indemnify these individuals to the fullest extent permitted by law.

    stock price fluctuations.

    17
    Employment Contracts

    Ram Mukunda has served as President and Chief Executive Officer of the Company since its inception.  The Company, IGC-M and Mr. Mukunda entered into thean Employment Agreement on May 22, 2008, which agreement was made effective as of March 8, 2008, the date on which the Company completed its acquisition of Sricon and TBL. A copy of this agreement was filed with the SEC in the Company’s Report on Form 8-K filed May 23, 2008 and is incorporated here by reference.

    Pursuant to the agreement, the Company pays Mr. Mukunda a base salary of $300,000 per year. Mr. Mukunda iswas also entitled to receive a $150,000 bonus upon filing of the Company’s Form 10-K for the fiscal year ended March 31, 2008 and additional bonuses of at least $225,000 for meeting certain targets for net income (before one timeone-time charges including charges for employee options, warrants and other items) for fiscal year 2009 and of at leastis entitled to receive $150,000 for meeting targets with respect to obtaining new contracts.  The Agreement further providespr ovides that the Board of Directors of the Company may review and update the targets and amounts for the net revenue and contract bonuses on an annual basis.  The Agreement also provides for benefits, including insurance, 20 days of paid vacation, a car (subject to partial reimbursement by Mr. Mukunda of lease payments for the car) and reimbursement of business expenses. The term of the Employment Agreement is five years, after which employment will become at-will. The Employment Agreement is terminable by the Company and IGC-M for death, disability and cause.  In the event of a termination without cause, the Company would be required to pay Mr. Mukunda his full compensation for 18 months or until the term of the Employment Agreement was set to expire, whichever wasis earlier.


    In partial consideration for the equity shares in Sricon purchased by the Company, pursuant to the terms of a Shareholders Agreement dated as of September 15, 2007 by and among IGC, Sricon and the Promoters orof Sricon, the stockholders of Sricon as of the date of the acquisition, including Ravindra Lal Srivastava, who currently serves as the Chairman and Managing Director of Sricon, shall have the right to receive up to an aggregate of 418,431 equity shares of Sricon over a three-year period if Sricon achieves certain profit after tax targets for its 2008-2010 fiscal years.  The maximum number of shares the Promoters may receive in any given fiscal year is 139,477 shares.  If Sricon’s profits after taxes for a given fiscal year are less than 100% of the target for that year but are equal to at least 85% ofo f the target, the Promoters shall receive a pro ratedpro-rated portion of the maximum share award for that fiscal year.  A copy of this agreement was filed with the SEC in the Company’s definitive proxy statement filed February 8, 2008 and is incorporated here by reference.


    In partial consideration for the equity shares in TBL purchased by the Company, pursuant to the terms of a Shareholders Agreement dated as of September 16, 2007 by and among IGC, TBL and the Promoters of TBL, Jortin Anthony, who currently serves as the Managinga Director of TBL, shall have the right to receive up to an aggregate of 1,204,000 equity shares of TBL over a five-year period if TBL achieves certain profit after tax targets for its 2008-2012 fiscal years.   The maximum number of shares Mr. Anthony may receive is 140,800 shares for fiscal year 2008 and 265,800 shares for each of the following fiscal years.  If TBL’s profits after taxes for a given fiscal year are less than 100% of the target for that year but are equal to at least 85% of the target Mr. Anthony shall receive a pro ratedpro-rated portion of the maximum share award for that fiscal year.  No shares of TBL have been granted under this plan.  A copy of this agreement was filed with the SEC in the Company’s definitive proxy statement filed February 8, 2008 and is incorporated here by reference.

    20

    Compensation Risk Assessment

    In setting compensation, the Compensation Committee Interlocksconsiders the risks to the Company’s stockholders and Insider Participation

         Executiveto achievement of its goals that may be inherent in its compensation is administered by aprograms.  The Compensation Committee comprisedreviewed and discussed its assessment with management and outside legal counsel and concluded that the Company’s compensation programs are within industry standards and are designed with the appropriate balance of two independent members of the Board of Directors, Ranga Krishnarisk and Sudhakar Shenoy, and Richard Prins. No executive officerreward to align employees’ interests with those of the Company servedand 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 adv erse effect on the Company.


    Securities Authorized for Issuance Under Equity Compensation Plans

    As of March 31, 2009 there were 1,300,000 shares authorized for issuance under the 2008 Omnibus Incentive Plan.   Since then, 828,955 options were issued.  As of March 31st, 2010, 471,045 options remain issuable.

    18

    CERTAIN RELATIONSHIPS AND RELATED PARTY 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% or more of any class of our capital stock, or any immediate family member of any of the preceding persons, had a direct or indirect material interest, nor are there any such transactions presently proposed, other than the agreements with IGN, an affiliate of Ram Mukunda, and SJS Associates, an affiliate of John Selvaraj, described above and as set forth below. Mr. Mukunda and Dr. Krishna received 39,410 shares each as a director or memberreplacement for shares that they tendered to former stockholders of the Company in order to meet a shortfall of shares owed to such former stockholders. The shares given to Mr. Mukunda and Dr. Krishna were not issue d as compensation for services and accordingly are not reflected in the compensation tables.

    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.
    Review, Approval or Ratification of Related Party Transactions
    We do not maintain a formal written procedure for the review and approval of transactions with related persons.  It is our policy for the disinterested members of our board to review all related party transactions on a case-by-case basis.  To receive approval, a related-party transaction must have a business purpose for IGC and be on terms that are fair and reasonable to IGC and as favorable to IGC as would be available from non-related entities in comparable transactions.
    Pursuant to the terms of a registration rights agreement with the Company, the holders of the majority of these shares issued to our officers and directors prior to our initial public offering are be entitled to make up to two demands that we register these shares. The holders of the majority of these shares can elect to exercise these registration rights at any time after the date on which the lock-up period expires. The lock-up period expired on September 8, 2008.  In addition, these stockholders have certain “piggy-back” registration rights on registration statements filed subsequent to such date. We will bear the expenses incurred in connection with the filing of any such registration statements.  We have registered these shares for resale on a registration statement that was initially declared effective on November 12, 2008.

    19
    AUDIT INFORMATION
    Yoganandh & Ram Chartered Accountants (“Y & R”) is our Principal Independent Registered Public Accounting Firm engaged to examine our financial statements for the fiscal years ended March 31, 2010 and 2009. McGladrey & Pullen, LLP (“McGladrey”) was our independent accounting firm for the fiscal year ended March 31, 2008.  Effective May 5, 2008, our Audit Committee dismissed McGladrey as our independent accounting firm and appointed Y & R in that role.  During the period from McGladrey’s initial retention by the Company through March 31, 2008, and through May 8, 2008, there were: (i) no "disagreements" (as such term is defined in Item 304(a)(1)(iv) of Regulation S-K), between the Company and McGladrey on any matter of accounting principles or practices, financial stateme nt disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of McGladrey, would have caused McGladrey to make reference to the subject matter of the disagreement in their reports on the Company's consolidated financial statements for such period; and (ii) no "reportable events" (as such term is defined in Item 304(a)(1)(v) of Regulation S-K).
    During the Company’s most two recent fiscal years ended March 31, 2010 and 2009 and through June 30, 2010, the Company did not consult with Y & R or McGladrey 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 neither Y & R nor McGladrey 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 Related and Other Fees

    The following table shows the fees that we paid or accrued for the audit and other services provided by Y &R for the fiscal years ended March 31, 2010 and 2009 and by McGladrey for the fiscal year ended March 31, 2009.  McGladrey did not provide any substantial services for FYE 2009.  Except as specified otherwise in the table, we paid the fees to Y & R.
    Audit Fees
    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.
    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.

    20
      March 31, 2010  March 31, 2009 
             
    Audit Fees – McGladrey  0   13,708 
    Audit Fees - Yoganandh & Ram  55,000   38,448 
    Audit-Related Fees  0   0 
    Tax Fees  0   9,430 
    All other Fees  13,758   5,520 
    Total $68,758   $67,106 
    Policy on Pre-Approval of Audit and Permissible Non-audit Services of Independent Auditors
    Consistent with SEC policies regarding auditor independence, the audit committee of any other entity.

    Reportour board of Compensation Committee on Executive Compensation

         We have revieweddirectors has responsibility for appointing, setting compensation and discussed withoverseeing 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 will submit an aggregate of services expected to be rendered during that year for each of the Compensation Discussionfollowing four categories of services to our board of directors for approval.
    1. Audit services include audit work performed in the preparation of financial statements, as well as work that generally only the independent auditor can reasonably be expected to provide, including comfort letters, statutory audits, and Analysis provided above in this Proxy Statement. Based onattest 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 reviewsindependent auditor, including due diligence related to mergers and discussions referredacquisitions, employee benefit plan audits, and special procedures required to above, we recommendmeet 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.
    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. 

    21
    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.  As the Audit Committee was not established until March 2009, the services, as described above, were not pre-approved by the Audit Committee but were approved by the Board as a whole pursuant to Section 3(a)(58) of Directors that the Compensation DiscussionSecurities Exchange Act of 1934.  The Audit Committee approved the audit, audit-related and Analysistax services to be includedperformed by independent auditors and tax professionals in 2010.
    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.
    22
    PROPOSALS FOR 2011 ANNUAL MEETING
    Under the regulations of the Securities and Exchange Commission, if you desire to make a proposal to be acted upon at the 2011 Annual Meeting of Shareholders, you must deliver the proposal, in proper form, to the Secretary of the Company, no later than March 25, 2011, in order for the proposal to be considered for inclusion in the Company’s Proxy Statement and form of proxy for the Special Meeting of Shareholders.


    Compensation Committee
    Richard Prins, Chairman
    Ranga Krishna
    Sudhakar Shenoy

    21

    STOCKHOLDER PROPOSALS TO BE PRESENTED
    AT NEXT ANNUAL MEETING

         Stockholder proposals may be included in our proxy materials for an Annual Meeting so long as they are provided to usthat meeting.   If next year’s annual meeting is held on a timely basis and satisfy the other conditions set forth in applicable SEC rules. If you aredate more than 30 calendar days from August 16, 2011, a stockholder and you want to include a proposal in the proxy statement for the 2008 annual meeting, you need to provide it to usmust be received by a reasonable time before we beginthe Company begins to print and send ourmail its proxy materialssolicitation materials.  Any stockholder proposals will be subject to the requirements of the proxy rules adopted by the Securities and Exchange Commission. The address for the annual meeting. We currently expectSecretary of the C ompany is 4336 Montgomery Ave, Bethesda, MD 20814.

    Our Bylaws also prescribe the procedure that a shareholder must follow to beginnominate directors or to printbring other business before shareholders’ 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 May 18, 2011, and send our proxy materials onno earlier than April 18, 2011 or about September 30, 2008. You should direct any proposals to our principal executive offices, addressed to the Secretary.

    TRANSACTION OF OTHER BUSINESS

         At(ii) if the date of the 2011 Annual Meeting of Shareholders is advanced by more than thirty days or delayed by more than sixty days from the anniversary date of this Proxy Statement,Annual Meeting, no later than the Boardclose of Directors knowsbusiness on the later of the sixtieth 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 d ay prior to such annual meeting.  Notice of a nomination for director must describe various matters regarding the nominee and the shareholder giving the notice.  Notice of other business that willto be conducted at the 2008 Special Meeting other than as described in this Proxy Statement. If any other matter or matters are properly brought before the meeting or any adjournment or postponementmust include a description of the meeting,proposed business, the reasons therefore, and other specified matters.  The nominating committee will consider candidates recommended by shareholders in the same manner it is the intentionconsiders other candidates. Any shareholder may obtain a copy of the persons named inCompany’s Bylaws, without charge, upon written request to the accompanying formSecretary of the Company, Parveen Mukunda, at the address set forth above.

    23

    PROXY
    THIS PROXY IS SOLICITED ON BEHALF OF 
    THE BOARD OF DIRECTORS OF INDIA GLOBALIZATION CAPTIAL INC.
    for the August 16, 2010 Annual Meeting of Stockholders and any postponement(s) or adjournment(s)
    thereof.
         The undersigned hereby: (a) acknowledges receipt of the Notice of the Annual Meeting of the stockholders of India Globalization Capital Inc. to be held on August 16, 2010 (the “Annual Meeting”), and the associated Proxy Statement; (b) appoints Ram Mukunda, as proxy, with the power to appoint a substitute; (c) authorizes each proxy to represent and vote, as designated below, all of the proxyshares of Common Stock of the Company, par value $0.001 per share, held of record by the undersigned at the close of business on such matters in accordance with their best judgment.

    June 28, 2010, 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 SHAREHOLDERS TO BE HELD ON AUGUST 16, 2010:
    This Proxy Statement, the Notice of Annual Meeting of Shareholders and Our Annual Report to Shareholders are available at http://www.IndiaGlobalCap.com.
    1.


    By order

    		The Board of Directors recommends a vote FOR each director of the Board of Directors

    /s/ RAM MUKUNDA

    RAM MUKUNDA
    Chief Executive Officer

    June 23, 2008

    22

    Front Side of Proxy Card

    INDIA GLOBALIZATION CAPITAL, INC.

    Proxy for Special Meeting of Stockholders
    This Proxy Is Solicited by the Board of Directors
    And May Be Revoked Prior to Its Exercise

    The undersigned hereby appoint(s) Ram Mukunda and John Selvaraj and each of them, with full power of substitutionCompany listed below, to representserve until the undersigned and to vote all of the shares of stock in India Globalization Capital, Inc. (“the Company”) which the undersigned is (are) entitled to vote at the SpecialAnnual Meeting of Stockholders following the 2012 fiscal year with respect to Dr. Krishna and Mr. Prins and until the Annual Meeting of saidStockholders following the 2013 fiscal year with respect to Mr. Mukunda and in each case until such director’s respective successors shall be elected and qualified, or until such director’s earlier death, resignation or removal from office.

    Dr. Ranga Krishna
    FORo
    WITHHOLDo
    Mr. Ram Mukunda
    FORo
    WITHHOLDo
    Mr. Richard Prins
    FORo
    WITHHOLDo
    2.The Board of Directors recommends a vote FOR ratification of the appointment of Yoganandh & Ram (“Y & R”) as the independent auditors for the Company to be held atfor the offices of Seyfarth Shaw, LLP, 815 Connecticut Ave, N.W., Suite 500, Washington, D.C. 20006 on Tuesday, July 15, 2008 at 10:00 a.m., local time,fiscal year ending March 31, 2011.
    FORo
    AGAINSTo
    ABSTAINo
    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 at any adjournment thereof (1)return this Proxy as hereinafter specified upon the proposals listed on the reverse side andpromptly as more particularly describedpossible in the Company’s Proxy Statement, receipt of which is hereby acknowledged, and (2) in the proxyholders’ discretion upon such other matters as may properly come before the meeting.

    The Shares represented hereby shall be voted as specified. If no specification is made, such shares shall be voted for proposal 1.

    CONTINUED AND TO BE SIGNED ON REVERSE SIDE

    Reverse Side of Proxy Card

    A vote FOR the following proposals is recommended by the Board of Directors:

    1. To consider and vote upon a proposal to amend the Company’s 2008 Omnibus Incentive Plan to: (i) increase the share reserve by 1,000,000 shares from 300,000 to 1,300,000 shares,to reduce the base number of outstanding shares used to calculate adjustments to the shares under the plan from 13,974,500 to 8,570,107 and to make additional clarifying changes to the Plan.

    o          FOR                                       oAGAINST                                       oABSTAIN

    MARK HERE
    FOR ADDRESS CHANGE          
    AND NOTE BELOW

    envelope provided:    		 
    Dated:                                                                    , 2010
    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.

    Even if you are planning to attend the meeting in person, you are urged to sign and mail the Proxy in the return envelope so that your shares may be represented at the meeting.

    Sign exactly as your name(s) appears on your stock certificate. If shares of stock stand on record in the names of two or more persons or in the name of husband and wife, whether as joint tenants or otherwise, both or all of such persons should sign the above Proxy.

    If shares of stock are held on record by a corporation, the Proxy should be executed by the President or Vice President and the Secretary or Assistant Secretary, and the corporate seal should be affixed thereto. Executors, administrators or other fiduciaries who execute the above Proxy for a deceased stockholder should give their full title.

    Please date the Proxy

    Signature(s)
    Date

    Address (if changed)