Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers

On December 21, 2012 Mr. Ranga Krishna communicated in writing his resignation, effective December 31, 2012, as a director of the board of directors and all committees of India Globalization Capital, Inc. (the "Company"), due to personal reasons. The board of directors of the Company accepted his resignation as effective on December 31, 2012, and invited him to serve as a senior advisor to the Company. Mr. Krishna was a member of the Audit and Compensation Committees. Mr. Krishna's resignation was not the result of any disagreements with the Company regarding its operations, policies, or practices.

Mr. Krishna was an independent director and one of our two current Class B directors and was to serve until the 2015 annual meeting of shareholders.

A copy of the Press Release issued by the Company announcing Mr. Krishna's resignation, effective December 31, 2012, is attached hereto as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

99.1 Press Release dated December 27, 2012.

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