Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

On December 11, 2012, India Globalization Capital, Inc. (the "Company") received notice from the NYSE MKT LLC (the "Exchange") stating that the Staff has determined that the Company's has not paid the outstanding listing fees balance for a substantial period of time and, pursuant to Section 1003(f)(iv) of the Company guide, the Company's continued listing is predicated on it submitting all unpaid listing fees due to the Exchange by January 10, 2013.

As a consequence of the Company falling below listing standards, the Company, will continue to be included in a list of issuers that are not in compliance with the Exchange's continued listing standards and will remain subject to the indicator .BC to denote its noncompliance. Both the website posting and the indicator will remain in effect until such time as the Company has regained compliance with all applicable continued listing standards.

Item 7.01. Regulation FD Disclosure.

On December 14, 2012, the Company issued a press release announcing the non-compliance. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

See the Exhibit Index attached hereto.

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