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þ
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Annual
report under Section 13 or 15(d) of the Securities Exchange Act of
1934.
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For
the fiscal year ended March 31,
2007
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o
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Transition
report under Section 13 or 15(d) of the Exchange
Act.
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Maryland
(State
or other jurisdiction of incorporation or
organization)
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20-2760393
(I.R.S.
Employer Identification
No.)
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Title
of Each Class
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Name
of exchange on which registered
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Units,
each consisting of one share of Common Stock
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American
Stock Exchange
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and
two Warrants
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Common
Stock
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American
Stock Exchange
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Common
Stock Purchase Warrants
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American
Stock Exchange
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Name
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Age
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Position
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Dr. Ranga
Krishna
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43
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Chairman
of the Board
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Ram
Mukunda
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48
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Chief
Executive Officer, President and Director
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John
B. Selvaraj
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63
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Treasurer
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Sudhakar
Shenoy
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59
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Director
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Suhail
Nathani
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42
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Director
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Richard
Prins
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50
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Director
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Larry
Pressler
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64
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Special
Advisor
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P.G.
Kakodkar
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70
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Special
Advisor
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Shakti
Sinha
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49
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Special
Advisor
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Dr. Prabuddha
Ganguli
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57
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Special
Advisor
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Dr. Anil
K. Gupta
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56
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Special
Advisor
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·
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each
person known by us to be the beneficial owner of more than 5% of
our
outstanding shares of common stock;
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·
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each
of our executive officers, directors and our special
advisors; and
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·
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all
of our officers and directors as a
group.
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Name
and Address of Beneficial Owner (1)
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Number
of
Shares
of
Common
Stock
Owned
(2)
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Percent
of
Common
Stock
Owned
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Ranga
Krishna
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350,000
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2.5%
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Ram
Mukunda
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1,675,000
(3)
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11.99%
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Sudhakar
Shenoy
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50,000
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*
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Suhail
Nathani
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50,000
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*
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Larry
Pressler
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25,000
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*
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P.G.
Kakodkar
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12,500
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*
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Shakti
Sinha
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12,500
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*
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Dr. Prabuddha
Ganguli
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12,500
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*
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Dr. Anil
K. Gupta
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25,000
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*
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The
Baupost Group, L.L.C.
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1,066,800(4)
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7.6%
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Fir
Tree, Inc.
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1,383,000(5)
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9.9%
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HBK
Investments L.P.
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1,075,695(6)
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7.7%
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D.B.
Zwirn & Co., L.P.
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1,271,700(7)
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9.10%
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Executive
officers and directors (4 persons)
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2,125,000
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15.21%
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(1)
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Unless
otherwise noted, the business address of each of the shareholders
is 4336
Montgomery Avenue, Bethesda, Maryland, 20814.
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(2)
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Unless
otherwise noted, the nature of the ownership is common stock of the
Company.
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(3)
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Includes
425,000 shares owned by Mr. Mukunda’s wife, Parveen
Mukunda.
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(4)
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Based
on a Schedule 13G jointly filed with the SEC on February 13, 2007
by The
Baupost Group, L.L.C. (“Baupost”), SAK Corporation and Seth A.
Klarman. SAK Corporation is the Manager of Baupost, a
registered investment adviser. Seth A. Klarman, as the sole Director
of
SAK Corporation and a controlling person of Baupost, may be deemed
to have
beneficial ownership of the securities benefically owned by Baupost.
The
securities reported as being beneficially owned by Baupost include
securities purchased on behalf of various investment limited partnerships.
The address for each of the foregoing parties is 10 St. James Avenue,
Suite 2000, Boston, Massachusetts 02116.
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(5)
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Based
on an amended Schedule 13G jointly filed with the SEC on February
14, 2007
by Sapling, LLC (“Sapling”), Fir Tree Recovery Master Fund, L.P (“Fir Tree
Recovery”) and Fir Tree, Inc. (“Fir Tree”). Fir Tree is the
investment manager of Sapling and Fir Tree Recovery. As disclosed
in the
amended Schedule 13G, Sapling and Fir Tree Recovery are the beneficial
owners of 969,378 shares of common stock (6.9%) and 413,622 shares
of
common stock (3%), respectively. Fir Tree may be deemed to
beneficially own all of the shares held by Sapling and Fir Tree Recovery
(1,383,000 shares) as a result of being the investment manager of
Sapling
and Fir Tree Recovery. The address for each of the foregoing
parties is 4336 Montgomery Avenue, Bethesda, Maryland
20814.
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(6)
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Based
on a Schedule 13G jointly filed with the SEC on June 15, 2007 by
HBK
Investments L.P., HBK Services LLC, HBK Partners II L.P., HBK Management
LLC, and HBK Master Fund L.P. (collectively, “HBK”). The
address for HBK is 300 Crescent Court, Suite 799, Dallas, Texas
75201.
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(7)
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Based
on a Schedule 13G jointly filed with the SEC on September 27, 2006
by D..B. Zwirn & Co., L.P., HCM/Z Special
Opportunities LLC, D.B. Zwirn Special Opportunities Fund, Ltd., D.B.
Zwirn
Special Opportunities Fund, L.P., DBZ GP, LLC, Zwirn Holdings, LLC,
and
Daniel B. Zwirn, each of which may be deemed the beneficial owner
of
(i) 409,902 shares of common stock (2.93%) owned by D.B. Zwirn
Special Opportunities Fund, L.P., (ii) 725,898 shares of common
stock (5.19%) owned by D.B. Zwirn Special Opportunities Fund,
Ltd. and (iii) 135,000 shares of common stock (0.97%) owned by
HCM/Z Special Opportunities, LLC (each entity referred to in
(i) through (iii) is herein referred to as a “Fund” and,
collectively, as the “Funds”). D.B. Zwirn & Co., L.P. is the
manager of each of the Funds, and consequently has voting control
and
investment discretion over the common stock held by each of the Funds.
Daniel B. Zwirn is the managing member of an thereby controls, Zwirn
Holdings, LLC, which in turn is the managing member of and thereby
controls D.B. Zwirn & Co., L.P. The address of each D.B.
Zwirn & Co., L.P., DBZ GP, LLC, Zwirn Holdings, LLC, and Daniel
B. Zwirn is 745 Fifth Avenue, 18th Floor, New York, NY
10151.
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Exhibit
No.
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Description
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3.1
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Amended
and Restated Articles of Incorporation.(1)
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3.2
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By-laws.(2)
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4.1
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Specimen
Unit Certificate.(3)
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4.2
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Specimen
Common Stock Certificate.(3)
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4.3
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Specimen
Warrant Certificate.(3)
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4.4
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Form
of Warrant Agreement between Continental Stock Transfer & Trust
Company and the Registrant.(1)
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4.5
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Form
of Purchase Option to be granted to the
Representative.(1)
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10.1
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Amended
and Restated Letter Agreement between the Registrant, Ferris, Baker
Watts,
Inc. and Ram Mukunda.(4)
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10.2
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Amended
and Restated Letter Agreement between the Registrant, Ferris, Baker
Watts,
Inc. and John Cherin.(4)
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10.3
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Amended
and Restated Letter Agreement between the Registrant, Ferris, Baker
Watts,
Inc. and Ranga Krishna.(4)
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10.4
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Form
of Investment Management Trust Agreement between Continental Stock
Transfer & Trust Company and the Registrant.(5)
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10.5
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Promissory
Note issued by the Registrant to Ram Mukunda.(2)
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10.5.1
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Extension
of Due Date of Promissory Note issued to Ram
Mukunda.(2)
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10.6
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Form
of Stock and Unit Escrow Agreement among the Registrant, Ram Mukunda,
John
Cherin and Continental Stock Transfer & Trust
Company.(2)
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10.7
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Form
of Registration Rights Agreement among the Registrant and each
of the
existing stockholders.(3)
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10.8
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Form
of Unit Purchase Agreement among Ferris, Baker Watts, Inc. and
one or more
of the Initial Stockholders.(5)
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10.9
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Form
of Office Service Agreement between the Registrant and Integrated
Global
Networks, LLC.(5)
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10.10
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Amended
and Restated Letter Advisory Agreement between the Registrant,
Ferris,
Baker Watts, Inc. and SG Americas Securities, LLC.(5)
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10.11
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Form
of Letter Agreement between Ferris, Baker Watts, Inc. and certain
officers
and directors of the Registrant.(4)
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10.12
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Form
of Letter Agreement between Ferris, Baker Watts, Inc. and each
of the
Special Advisors of the Registrant.(4)
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10.13
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Form
of Letter Agreement between the Registrant and certain officers
and
directors of the Registrant.(4)
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10.14
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Form
of Letter Agreement between the Registrant and each of the Special
Advisors of the Registrant.(4)
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10.15
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Promissory
Note issued by the Registrant to Ranga Krishna.(2)
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10.15.1
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Extension
of Due Date of Promissory Note issued to Ranga
Krishna.(2)
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10.16
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Form
of Promissory Note to be issued by the Registrant to Ranga
Krishna.(2)
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10.17
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Share
Subscription Cum Purchase Agreement dated February 2, 2007 by and
among India Globalization Capital, Inc., MBL Infrastructures Limited
and
the persons “named as Promoters therein”.(6)
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10.18
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Debenture
Subscription Agreement dated February 2, 2007 by and among India
Globalization Capital, Inc., MBL Infrastructures Limited and the
persons
named as Promoters therein. (6)
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10.19
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Note
and Warrant Purchase Agreement dated February 5, 2007 by and among
India Globalization Capital, Inc. and Oliviera Capital,
LLC.(6)
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10.20
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Promissory
Note dated February 5, 2007 in the initial principal amount for
$3,000,000 issued by India Globalization Capital, Inc. to Oliviera
Capital, LLC.(6)
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10.21
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Warrant
to Purchase Shares of Common Stock of India Globalization Capital,
Inc.
issued by India Globalization Capital, Inc. to Oliviera Capital,
LLC.(6)
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10.22
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First
Amendment to Share Subscription Cum Purchase Agreement dated February
2,
2007 by and among India Globalization Capital, Inc., MBL Infrastructures
Limited and the persons named as Promoters therein.(7)
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10.23
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First
Amendment to the Debenture Subscription Agreement dated February
2, 2007
by and among India Globalization Capital, Inc., MBL Infrastructures
Limited and the persons named as Promoters therein.(7)
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10.24
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Contract
Agreement dated April 29, 2007 between IGC, CWEL, AMTL and
MAIL.(7)
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31.1
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Certificate
pursuant to 17 CFR 240.13a-14(a).
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31.2
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Certificate
pursuant to 17 CFR 240.13a-14(a).
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32.1
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Certificate
pursuant to 18 U.S.C. § 1350.
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32.2
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Certificate
pursuant to 18 U.S.C. § 1350.
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(1)
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Incorporated
by reference to the Registrant’s Registration Statement on Form S-1 (SEC
File No. 333-124942), as amended and filed on September 22,
2006.
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(2)
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Incorporated
by reference to the Registrant’s Registration Statement on Form S-1 (SEC
File No. 333-124942), as amended and filed on February 14,
2006.
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(3)
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Incorporated
by reference to the Registrant’s Registration Statement on Form S-1 (SEC
File No. 333-124942), as originally filed on May 13,
2005.
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(4)
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Incorporated
by reference to the Registrant’s Registration Statement on Form S-1 (SEC
File No. 333-124942), as amended and filed on July 11,
2005.
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(5)
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Incorporated
by reference to the Registrant’s Registration Statement on Form S-1 (SEC
File No. 333-124942), as amended and filed on March 2,
2006.
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(6)
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Incorporated
by reference to the Registrant’s Current Report on Form 8-K (SEC File No.
333-124942), as originally filed on February 12,
2007.
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(7)
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Incorporated
by reference to the Registrant’s Current Report on Form 8-K (SEC File No.
333-124942), as originally filed on May 2,
2007.
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2007
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2006
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||||
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Audit
Fees
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$
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84,725
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$
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80,
800
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Audit-Related
Fees
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0
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0
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Tax
Fees(1)
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3,837
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0
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All
Other Fees(2)
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—
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—
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Total
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$
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88,562
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$
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80,800
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(1)
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Tax
Fees relate to tax compliance, tax planning and advice. These
services include tax return preparation and advice on state and local
tax
issues.
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(2)
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There
were no services rendered other than those identified in the above
categories.
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INDIA
GLOBALIZATION CAPITAL, INC.
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Date:
August 20, 2007
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By:
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/s/ Ram
Mukunda
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Ram
Mukunda
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Chief
Executive Officer and President (Principal Executive
Officer)
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Date:
August 20, 2007
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By:
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/s/ John
B.
Selvaraj
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John
B. Selvaraj
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Treasurer,
Principal Financial and Accounting Officer
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Date:
August 20, 2007
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By:
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/s/ Dr.
Ranga
Krishna
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Dr.
Ranga Krishna
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Director
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Date:
August 20, 2007
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By:
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/s/ Sudhakar
Shenoy
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Sudhakar
Shenoy
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Director
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Date:
August 20, 2007
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By:
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/s/
Richard
Prins
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Richard
Prins
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Director
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|||
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Date:
August 20, 2007
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By:
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/s/ Ram
Mukunda,
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Ram
Mukunda
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Director
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Date:
August 20, 2007
|
By:
|
/s/ Suhail
Nathani
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Suhail
Nathani
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Director
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