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IGC > SEC Filings for IGC > Form 8-K on 18-Oct-2012All Recent SEC Filings




Entry into a Material Definitive Agreement, Financial Statement

Item 1.01 Entry into a Material Definitive Agreement

On October 13, 2012, India Globalization Capital, Inc. ("IGC" or the "Company"), through three of its subsidiaries, Techni Bharathi Private Limited ("TBL"), IGC India Mining, Trading Private Limited ("IGC-IMT") and IGC Materials Private Limited ("IGC-MPL"), entered into a Settlement Agreement (the "SA") and a Share Purchase Agreement (the "SPA") with Mr. Jortin Antony, Mrs. Sheeba Jortin, Mr. V.C.Antony, Mrs. Kunjamma Antony, V.C. Homes Private Limited, and the shareholders of TBL represented by Mr. Jortin Anthony, collectively 'Mr. Jortin Antony Group,' pursuant to which TBL becomes a fully-owned subsidiary of IGC.

In accordance to the SA and the SPA, the Jortin Group will 1) sell its shares in TBL, 23.13 % holding, to IGC for Rs. 2.33 per share, or 1 CR. or about $200,000;
2) give TBL the ownership papers to an apartment and two cars as described in the agreements; and 3) provide indemnity to IGC and its subsidiaries against future legal actions.

Likewise, IGC will 1) give the Jortin Group a piece of property that is in the name of TBL and pledged as collateral to a bank in India, the Vypin Land as described in the SA; 2) give the Jortin Group 1 Cr or around $200,000 on receipt of the money from TBL's claim against the National Highways Authority of India (NHAI); and 3) provide indemnity to the Jortin Group against future legal actions.

Both the SA and the SPA include other customary representations, warranties and covenants by the parties. The foregoing description of the agreements does not purport to be complete and is qualified in its entirety by reference to the full text of the Settlement Agreement and the Share Purchase Agreement, dated as of October 13, 2012 filed with the Securities and Exchange Commission herewith as Exhibit 2.1 and 2.2 and are incorporated in this report by reference.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

See the Exhibit Index attached hereto.

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