x
|
Annual report under Section 13 or 15(d) of the Securities Exchange Act of 1934.
|
|
For the fiscal year ended
March 31, 2013
|
o
|
Transition report under Section 13 or 15(d) of the Exchange Act.
|
Maryland
(State or other jurisdiction of incorporation or organization)
|
20-2760393
(I.R.S. Employer Identification No.)
|
Title of Each Class
|
Name of exchange on which registered
|
|
Common Stock
|
NYSE MKT
|
|
Common Stock Purchase Warrants
|
NYSE MKT
|
Page
|
||
PART I
|
||
Item 1.
|
4 | |
Item 1A.
|
8 | |
Item 1B.
|
11 | |
Item 2.
|
11 | |
Item 3.
|
11 | |
Item 4.
|
11 | |
PART II
|
||
Item 5.
|
12 | |
Item 6.
|
13 | |
Item 7.
|
13 | |
Item 7A.
|
20 | |
Item 8.
|
21 | |
Item 9.
|
23 | |
Item 9A.
|
23 | |
Item 9B.
|
23 | |
PART III
|
||
Item 10.
|
24 | |
Item 11.
|
27 | |
Item 12.
|
31 | |
Item 13.
|
33 | |
Item 14.
|
33 | |
PART IV
|
||
Item 15.
|
36 | |
39 | ||
Section 1350 Certification
|
||
Section 1350 Certification
|
1.
|
A sophisticated and integrated approach to bidding, modeling, costing, management, and monitoring of mining and construction projects.
|
2.
|
Knowledge, history, and ability to work in the iron ore sector in India, Inner Mongolia, and Mongolia.
|
3.
|
Knowledge of low-cost logistics for moving commodities across long distances in specific parts of India, Inner Mongolia, and Mongolia.
|
4.
|
Knowledge of the licensing process for mines in India and Inner Mongolia
and a growing understanding of licensing process in Mongolia.
|
5.
|
Strong relationships with several important construction companies and mine operators in southern and central India and Inner Mongolia, Mongolia, and strong relationships at the appropriate levels of government in India and Inner Mongolia.
|
6.
|
Access to the sand ore in the hills of Inner Mongolia and ore in the hills of northern Mongolia.
|
Subsidiary
|
Business Area
|
Year Ended
March 31, 2013
|
||||
TBL
|
Construction
|
10%
|
||||
IGC-IMT
|
Mining/Trading
|
0%
|
||||
IGC-MPL
|
Mining/Trading
|
0%
|
||||
IGC-LPL
|
Mining/Trading
|
0%
|
||||
HK – Ironman
|
Mining/Trading
|
83%
|
||||
IGC
|
Mining/Trading
|
7%
|
||||
Total IGC
|
100%
|
1.
|
Leverage our expertise in the logistics and supply of iron ore by increasing the number of beneficiation plants, shipping hubs, and iron ore reserves.
|
2.
|
Increase our supply chain to procure low-grade ore that can be beneficiated in our plants in Inner Mongolia, China.
|
3.
|
Expand our iron ore assets by acquiring more mines and beneficiation plants.
|
§
|
industrial accidents;
|
§
|
unusual or unexpected geologic formations;
|
§
|
explosive rock failures; and
|
§
|
flooding and periodic interruptions due to inclement or hazardous weather conditions.
|
§
|
Fluctuations in revenue due to seasonality such as during the monsoon season, the heavy rains slow down road building and during the summer months, the winds are not strong enough to power the wind turbines, which results in uneven revenue and operating results over the year;
|
§
|
Commencement, completion and shipment during any particular quarter;
|
§
|
Weather and additions and departures of key personnel; and
|
§
|
Strategic decisions made by us and our competitors, such as acquisitions, divestitures, spin-offs, joint ventures, strategic investments and changes in business strategy.
|
Common Stock | Warrants | |||||||||||||||
Quarter Ended
|
High
|
Low
|
High
|
Low
|
||||||||||||
March 31, 2011
|
$
|
9.30
|
$
|
3.00
|
$
|
0.04
|
$
|
0.00
|
||||||||
June 30, 2011
|
$
|
6.90
|
$
|
3.00
|
$
|
0.04
|
$
|
0.02
|
||||||||
September 30, 2011
|
$
|
3.70
|
$
|
1.70
|
$
|
0.04
|
$
|
0.01
|
||||||||
December 31, 2011
|
$
|
4.00
|
$
|
1.60
|
$
|
0.02
|
$
|
0.01
|
||||||||
March 31, 2012
|
$
|
5.70
|
$
|
2.30
|
$
|
0.04
|
$
|
0.01
|
||||||||
June 30, 2012
|
$
|
4.93
|
$
|
2.12
|
$
|
0.03
|
$
|
0.02
|
||||||||
September 30, 2012
|
$
|
2.65
|
$
|
1.70
|
$
|
0.02
|
$
|
0.01
|
||||||||
December 31, 2012
|
$
|
1.80
|
$
|
1.32
|
$
|
0.01
|
$
|
0.00
|
||||||||
March 31, 2013
|
$
|
3.11
|
$
|
1.23
|
$
|
0.20
|
$
|
0.00
|
(a)
|
(b)
|
(c)
|
||||||||||
Plan category
|
Number of
securities to be
issued upon
exercise of
outstanding
options,
warrants and
rights (1)
|
Weighted-
average exercise
price of
outstanding
options,
warrants and
rights
|
Number of
securities
available for
future
issuance
(excluding
shares in
column (a))(1)
|
|||||||||
Equity compensation plans approved by security holders:
|
||||||||||||
2008 Omnibus Incentive Plan (2)
|
269,345
|
$
|
7.80
|
0
|
§
The growth in global and specifically Asian GDP and more specifically infrastructure and the overall demand for iron ore;
|
|
§
Competition in the iron ore sector;
|
|
§
Legislation by the governments of India, China and Mongolia;
|
|
§
Labor, trucking, and other logistic issues;
|
|
§
Unanticipated cash requirements to support current operations, expand our business or incur capital expenditures;
|
|
§
The loss of key management or scientific personnel;
|
|
§
The activities of our competitors in the industry;
|
|
§
The effect of volatility of currency exchange rates; and
|
|
§
Enactment of new government laws, regulations, court decisions, regulatory interpretations or other initiatives that are adverse to us or our interests.
|
|
§
Contract – Persuasive evidence of our arrangement with the customers;
|
|
§
Delivery – Based on the terms of the contracts, the Company assesses whether the underlying goods have been delivered and therefore the risks and rewards of ownership are completely transferred;
|
|
§
Fixed or determinable price – The Company enters into contracts where the price for the goods being sold is fixed and not contingent upon other factors.
|
|
§
Collection is deemed probable – At the time of recognition of revenue, the Company makes an assessment of its ability to collect the receivable arising on the sale of the goods and determines that collection is probable.
|
a)
|
Cost plus contracts: Contract revenue is determined by adding the aggregate cost plus proportionate margin as agreed with the customer and expected to be realized.
|
|
b)
|
Fixed price contracts: Contract revenue is recognized using the percentage completion method and the percentage of completion is determined as a proportion of cost incurred-to-date to the total estimated contract cost. Changes in estimates for revenues, costs to complete, and profit margins are recognized in the period in which they are reasonably determinable.
|
§
|
In many of the fixed price contracts entered into by the Company, significant expenses are incurred in the mobilization stage in the early stages of the contract. The expenses include those that are incurred in the transportation of machinery, erection of heavy machinery, clearing of the campsite, workshop ground cost, overheads, etc. All such costs are booked to deferred expenses and written off over the period in proportion to revenues earned.
|
§
|
Where the modifications of the original contract are such that they effectively add to the existing scope of the contract, the same are treated as a change orders. On the other hand, where the modifications are such that they change or add an altogether new scope, these are accounted for as a separate new contract. The Company adjusts contract revenue and costs in connection with change orders only when both, the customer and the Company with respect to both the scope and invoicing and payment terms, approve them.
|
§
|
In the event of claims in our percentage of completion contracts, the additional contract revenue relating to claims is only accounted after the proper award of the claim by the competent authority. The contract claims are considered in the percentage of completion only after the proper award of the claim by the competent authority.
|
Year ended March 31,
|
||||||||||||||||
2013
|
2012
|
Change
|
Percent change
|
|||||||||||||
Revenues
|
$
|
8,030,016
|
$ |
4,199,551
|
$ |
3,830,465
|
91.2
|
|||||||||
Cost of revenues
|
(6,496,891
|
) |
(4,817,980
|
) |
(1,678,911
|
)
|
34.8
|
|||||||||
Selling, General and Administrative expenses
|
(3,041,632
|
) |
(4,702,492
|
) |
1,660,860
|
-35.3
|
||||||||||
Depreciation
|
(673,916
|
) |
(996,403
|
) |
322,487
|
-32.4
|
||||||||||
Impairment loss – goodwill
|
(301,141
|
) | ||||||||||||||
Impairment loss – investment
|
(1,194,257
|
) | ||||||||||||||
Operating income (loss)
|
$
|
(2,483,564
|
) | $ |
(7,511,581
|
) | $ |
5,028,017
|
-66.9
|
|||||||
Interest and other financial expenses
|
(419,436
|
) |
(984,021
|
) |
564,585
|
-57.4
|
||||||||||
Interest Income
|
30,397
|
267,192
|
(236,795
|
) |
-88.6
|
|||||||||||
Other Income
|
240,064
|
481,485
|
(241,422
|
) |
-50.1
|
|||||||||||
Income before income taxes and minority interest attributable to non-controlling interest
|
(2,632,539
|
) |
|
(7,746,925
|
) |
|
5,114,386
|
66.0
|
||||||||
Tax benefit/(expense)
|
365,116
|
(172,828
|
)
|
537,944
|
||||||||||||
Income/Loss after income taxes
|
$
|
(2,267,423
|
) | $ |
(7,919,753
|
) | $ |
5,652,330
|
70.9
|
Year ended March 31,
|
||||||||||||||||
2013
(current
exchange rate)
|
2013
(previous year exchange rate)
|
Change
|
Percentage
|
|||||||||||||
Revenues
|
8,030,016
|
8,158,793
|
(128,777
|
) |
-1.60
|
%
|
||||||||||
Total expenses before taxes
|
(7,699,371
|
)
|
(7,610,474
|
)
|
(88,896
|
) |
1.15
|
%
|
||||||||
330,645
|
548,318
|
(217,673
|
) |
Year
|
Month end Average Rate (P&L rate)
|
Year-end rate (Balance sheet rate)
|
||
2006-07 |
INR 45.11 per USD
|
INR 43.10 per USD
|
||
2007-08 |
INR 40.13 per USD
|
INR 40.42 per USD
|
||
2008-09 |
INR 46.49 per USD
|
INR 50.64 per USD
|
||
2009-10 |
INR 47.91 per USD
|
INR 44.95 per USD
|
||
2010-11 |
INR 44.75 per USD
|
INR 44.54 per USD
|
||
2011-12 |
INR 47.715/RMB 6.29 per USD
|
INR 50.89/RMB 6.30 per USD
|
||
2012-13 |
INR 54.357/RMB 6.28/HKD 7.77 per USD
|
INR 54.52/RMB 6.21/HKD 7.76 per USD
|
Page
|
|
India Globalization Capital, Inc.
|
|
F-1
|
|
F-2
|
|
F-3
|
|
F-4
|
|
F-5
|
|
F-6
|
|
F-7
|
|
INDIA
GLOBALIZATION CAPITAL, INC. AND SUBSIDIARIES
|
CONSOLIDATED BALANCE SHEETS
|
(Audited)
|
All amounts in USD except share data
|
||||||||
As of | ||||||||
31-Mar-13 | 31-Mar-12 | |||||||
ASSETS
|
||||||||
Current assets:
|
||||||||
Cash and cash equivalents
|
$ | 1,064,421 | $ | 562,948 | ||||
Accounts receivable, net of allowances
|
1,066,650 | 1,641,868 | ||||||
Inventories
|
407,060 | 387,481 | ||||||
Dues from related parties
|
- | - | ||||||
Advance taxes
|
41,452 | |||||||
Prepaid expenses and other current assets
|
1,730,514 | 2,586,514 | ||||||
Total current assets
|
$ | 4,268,645 | $ | 5,220,263 | ||||
Long-Term assets:
|
||||||||
Intangible Assets & Goodwill
|
592,274 | 4,803,828 | ||||||
Property, plant and equipment, net
|
8,184,230 | 8,491,796 | ||||||
Investments in affiliates
|
5,109,057 | 5,109,058 | ||||||
Investments-others
|
83,489 | 637,620 | ||||||
Deferred acquisition costs
|
207,338 | - | ||||||
Deferred Income taxes
|
341,455 | (14,076 | ) | |||||
Restricted cash
|
- | 12,773 | ||||||
Other non-current assets
|
466,105 | 998,816 | ||||||
Total long-term assets
|
$ | 14,983,948 | $ | 20,039,815 | ||||
Total assets
|
$ | 19,252,593 | $ | 25,260,078 | ||||
LIABILITIES AND STOCKHOLDERS' EQUITY
|
||||||||
Current liabilities:
|
||||||||
Short-term borrowings
|
$ | - | $ | 210,010 | ||||
Trade payables
|
600,702 | 337,145 | ||||||
Accrued expenses
|
466,960 | 916,710 | ||||||
Notes payable
|
1,800,000 | |||||||
Dues to related parties
|
- | 310,681 | ||||||
Deferred tax liabilities
|
- | 135,980 | ||||||
Loans - others
|
446,694 | 222,389 | ||||||
Other current liabilities
|
310,619 | 563,105 | ||||||
Total current liabilities
|
$ | 1,824,975 | $ | 4,496,020 | ||||
Long term liabilities:
|
||||||||
Deferred Income taxes
|
- | 713,897 | ||||||
Notes payable
|
1,800,000 | |||||||
Other non-current liabilities
|
653,388 | 4,233,978 | ||||||
Total long-term liabilities
|
2,453,388 | $ | 4,947,875 | |||||
Total liabilities
|
$ | 4,278,363 | 9,443,895 | |||||
Stockholders' equity:
|
||||||||
Common stock — $.0001 par value; 150,000,000 shares authorized; 6,980,098 issued and outstanding at March 31, 2013 and 6,006,173 issued and outstanding at March 31, 2012
|
$ | 6,981 | $ | 6,007 | ||||
Additional paid-in capital
|
56,147,092 | 54,821,952 | ||||||
Accumulated other comprehensive income
|
(2,020,764 | ) | (2,542,453 | ) | ||||
Retained earnings (Deficit)
|
(39,697,179 | ) | (37,444,832 | ) | ||||
Total equity attributable to Parent
|
$ | 14,436,130 | $ | 14,840,674 | ||||
Non-controlling interest
|
$ | 538,100 | $ | 975,509 | ||||
Total stockholders' equity
|
14,974,230 | 15,816,183 | ||||||
Total liabilities and stockholders' equity
|
$ | 19,252,593 | $ | 25,260,078 |
INDIA
GLOBALIZATION CAPITAL, INC. AND SUBSIDIARIES
|
CONSOLIDATED STATEMENTS OF OPERATIONS
|
(Audited)
|
All amounts in USD except share data | ||||||||
Year ended March 31, | ||||||||
2013 |
2012
|
|||||||
Revenues
|
$ | 8,030,016 | $ | 4,199,551 | ||||
Cost of revenues (excluding depreciation)
|
(6,496,891 | ) | (4,817,980 | ) | ||||
Selling, general and administrative expenses
|
(3,041,632 | ) | (4,702,492 | ) | ||||
Depreciation
|
(673,916 | ) | (996,403 | ) | ||||
Impairment loss - Goodwill
|
(301,141 | ) | - | |||||
Impairment Loss - Investment
|
- | (1,194,257 | ) | |||||
Operating income (loss)
|
(2,483,564 | ) | (7,511,581 | ) | ||||
Interest expense
|
(419,436 | ) | (984,021 | ) | ||||
Interest income
|
30,397 | 267,192 | ||||||
Other income, net
|
240,064 | 481,485 | ||||||
Income before income taxes and minority interest attributable to non-controlling interest
|
$ | (2,632,539 | ) | $ | (7,746,925 | ) | ||
Income taxes benefit/ (expense)
|
365,116 | (172,828 | ) | |||||
Earnings in income from affiliates
|
- | 28,463 | ||||||
Net income/(loss)
|
$ | (2,267,423 | ) | $ | (7,891,290 | ) | ||
Non-controlling interests in earnings of subsidiaries
|
15,076 | 139,365 | ||||||
Net income / (loss) attributable to common stockholders
|
$ | (2,252,347 | ) | $ | (7,751,925 | ) | ||
Earnings/(loss) per share attributable to common stockholders:
|
||||||||
Basic
|
$ | (0.32 | ) | $ | (2.66 | ) | ||
Diluted
|
$ | (0.32 | ) | $ | (2.66 | ) | ||
Weighted-average number of shares used in computing earnings per share amounts:
|
||||||||
Basic
|
6,966,798 | 2,908,936 | ||||||
Diluted
|
6,966,798 | 2,908,936 |
INDIA
GLOBALIZATION CAPITAL, INC. AND SUBSIDIARIES
|
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
|
(Audited)
|
Year ended March, 31
|
||||||||||||||||||||||||
2013 | 2012 | |||||||||||||||||||||||
IGC | Non-controlling interest | Total | IGC | Non-controlling interest |
Total
|
|||||||||||||||||||
Net income / (loss)
|
$ | (2,252,347 | ) | $ | (15,076 | ) | $ | (2,267,423 | ) | $ | (7,751,925 | ) | $ | (139,365 | ) | $ | (7,891,290 | ) | ||||||
Foreign currency translation adjustments
|
$ | 521,689 | $ | 7,082 | $ | 528,771 | $ | (39,857 | ) | $ | (72,993 | ) | $ | (112,850 | ) | |||||||||
Comprehensive income (loss)
|
$ | (1,730,658 | ) | $ | (7,994 | ) | $ | (1,738,652 | ) | $ | (7,791,782 | ) | $ | (212,358 | ) | $ | (8,004,140 | ) |
INDIA
GLOBALIZATION CAPITAL, INC. AND SUBSIDIARIES
|
CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY
|
(Audited)
|
No of Shares
|
Amount
|
Additional Paid in Capital
|
Accumulated Earnings (Deficit)
|
Accumulated Other Comprehensive Income/(loss)
|
Non-Controlling Interest
|
Total Stockholders Equity
|
||||||||||||||||||||||
Balance at March 31, 2011 (audited)
|
1,489,018 | $ | 1,490 | $ | 38,860,319 | $ | (29,692,907 | ) | $ | (2,502,596 | ) | $ | 626,553 | 7,292,859 | ||||||||||||||
Issue of equity shares
|
4,030,296 | 4,030 | 3,544,437 | - | - | - | 3,548,467 | |||||||||||||||||||||
Reversal of recession rights
|
486,859 | 487 | 3,081,895 | - | - | - | 3,082,382 | |||||||||||||||||||||
Stock option issue cost
|
- | - | 9,335,301 | - | - | - | 9,335,301 | |||||||||||||||||||||
Loss for the year
|
- | - | - | (7,751,925 | ) | - | - | (7,751,925 | ) | |||||||||||||||||||
Net Income for non-controlling interest
|
- | - | - | - | - | (139,365 | ) | (139,365 | ) | |||||||||||||||||||
Loss on Translation
|
- | - | - | - | (39,857 | ) | (72,993 | ) | (112,850 | ) | ||||||||||||||||||
NCI on acquisition of Ironman
|
- | - | - | - | - | 561,314 | 561,314 | |||||||||||||||||||||
Balance at March 31, 2012 (audited)
|
6,006,173 | $ | 6,007 | $ | 54,821,952 | $ | (37,444,832 | ) | $ | (2,542,453 | ) | $ | 975,509 | $ | 15,816,183 | |||||||||||||
Loan exchange
|
334,200 | 334 | 500,966 | 501,300 | ||||||||||||||||||||||||
Loss on Translation
|
245,354 | 7,082 | 252,436 | |||||||||||||||||||||||||
ESOP/Others
|
639,725 | 640 | 824,174 | 824,814 | ||||||||||||||||||||||||
Net income for non-controlling interest
|
15,076 | 15,076 | ||||||||||||||||||||||||||
Net income / (loss)
|
(2,252,347 | ) | (2,252,347 | ) | ||||||||||||||||||||||||
NCI of TBL on acquisition of minority
|
276,335 | (459,567 | ) | (183,232 | ) | |||||||||||||||||||||||
Balance at March 31, 2013 (audited)
|
6,980,098 | $ | 6,981 | $ | 56,147,092 | $ | (39,697,179 | ) | $ | (2,020,764 | ) | $ | 538,100 | $ | 14,974,230 |
INDIA
GLOBALIZATION CAPITAL, INC. AND SUBSIDIARIES
|
CONSOLIDATED STATEMENTS OF CASH FLOWS
|
(Audited)
|
Year ended March, 31 | ||||||||
2013
|
2012
|
|||||||
Cash flows from operating activities:
|
||||||||
Net income (loss)
|
$
|
(2,267,423
|
) |
$
|
(7,891,290
|
) | ||
Adjustment to reconcile net income (loss) to net cash:
|
||||||||
Non-cash compensation expense
|
(23,271
|
) | ||||||
Non-cash interest expense
|
114,654
|
491,147
|
||||||
Deferred taxes
|
(365,116
|
) |
172,828
|
|||||
Depreciation
|
673,916
|
996,403
|
||||||
Unrealized exchange losses/(gains)
|
368,408
|
694,532
|
||||||
Impairment of goodwill
|
301,141
|
|||||||
Accrued unrealized share in profits of joint venture
|
(28,463
|
) | ||||||
ESOP and other Stock related Expense
|
824,814
|
|||||||
Changes in:
|
||||||||
Accounts receivable
|
468,306
|
587,118
|
||||||
Inventories
|
(26,704
|
) |
5,557
|
|||||
Prepaid expenses and other assets
|
860,428
|
458,657
|
||||||
Trade payables
|
285,461
|
(856,704
|
) | |||||
Other current liabilities
|
(457,386
|
) |
17,840
|
|||||
Other non – current liabilities
|
(550,429
|
) |
(442,685
|
) | ||||
Non-current assets
|
467,604
|
2,746,250
|
||||||
Accrued Expenses
|
(519,475
|
) |
(1,950,281
|
) | ||||
Net cash used in operating activities
|
$
|
178,199
|
$
|
(5,022,362
|
) | |||
Cash flow from investing activities:
|
||||||||
Proceeds from short term investment
|
331,328
|
|||||||
Purchase of property and equipment /capital work in progress
|
(326,078
|
) |
(5,480
|
) | ||||
Proceeds from sale of property and equipment
|
115,425
|
48,118
|
||||||
Deferred acquisitions cost
|
(207,338
|
) | ||||||
Proceeds from/ (Investment in) non-current investments (joint ventures etc.)
|
169,758
|
|||||||
Deposits towards acquisitions (net of cash acquired)
|
2,678,119
|
|||||||
Restricted cash
|
11,959
|
1,778,063
|
||||||
Net cash provided/(used) by investing activities
|
$
|
(74,704
|
) |
$
|
4,668,578
|
|||
Cash flows from financing activities:
|
||||||||
Net movement in other short-term borrowings
|
(196,614
|
) |
(625,763
|
) | ||||
Proceeds from loans
|
610,951
|
-
|
||||||
Net cash provided/(used) by financing activities
|
$
|
414,337
|
$
|
(625,763
|
) | |||
Effects of exchange rate changes on cash and cash equivalents
|
(16,359
|
) |
(40,789
|
) | ||||
Net increase/(decrease) in cash and cash equivalents
|
501,473
|
(1,020,336
|
) | |||||
Cash and cash equivalent at the beginning of the period
|
562,948
|
1,583,284
|
||||||
Cash and cash equivalent at the end of the period
|
$
|
1,064,421
|
$
|
562,948
|
||||
Supplementary information:
|
||||||||
Cash paid for interest
|
$
|
Nil
|
$
|
Nil
|
||||
Cash paid for taxes
|
$
|
Nil
|
$
|
Nil
|
||||
Non-cash items:
|
||||||||
Common stock issued including ESOP
|
$
|
824,814
|
$
|
Nil
|
||||
Common stock issued for exchange of Notes Payable
|
$
|
501,300
|
$
|
Nil
|
Acquired Company
|
Initial Capitalization
|
Purchase Price
|
||
IGC – IMT
|
INR 100,000 ($2,100)
|
INR 100,000
|
||
IGC – MPL
|
INR 100,000 ($2,100)
|
INR 100,000
|
||
IGC – LPL
|
INR 100,000 ($2,100)
|
INR 100,000
|
a)
|
Cost plus contracts: Contract revenue is determined by adding the aggregate cost plus proportionate margin as agreed with the customer and expected to be realized.
|
|
b)
|
Fixed price contracts: Contract revenue is recognized using the percentage completion method and the percentage of completion is determined as a proportion of cost incurred-to-date to the total estimated contract cost. Changes in estimates for revenues, costs to complete and profit margins are recognized in the period in which they are reasonably determinable.
|
Period
|
Period End Average Rate
(P&L rate)
|
Period End Rate
(Balance sheet rate)
|
||
Year ended March 31, 2012
|
INR 47.715/RMB6.29 per USD
|
INR 50.89/RMB 6.30 per USD
|
||
Year ended March 31, 2013
|
INR 54.357 /RMB 6.28/HKD 7.77 per USD
|
INR 54.52 /RMB 6.21/ HKD 7.76 per USD
|
·
Raw material is valued at weighted average of landed cost (purchase price, freight inward and transit insurance charges).
|
·
Work in progress is valued as confirmed, valued and certified by the technicians and site engineers and finished goods at material cost plus appropriate share of labor cost and production overheads.
|
·
Components and accessories, stores erection, materials, spares and loose tools are valued on a first-in-first out basis.
|
Buildings
|
5-25 years
|
Plant and machinery
|
10-20 years
|
Computer equipment
|
3-5 years
|
Office equipment
|
3-5 years
|
Furniture and fixtures
|
5-10 years
|
Vehicles
|
5-10 years
|
As of March 31,
|
||||||||
2013
|
2012
|
|||||||
Prepaid expenses
|
$
|
3,053
|
$
|
82,120
|
||||
Advances to suppliers
|
737,199
|
620,148
|
||||||
Prepaid interest
|
2,825
|
717
|
||||||
Security and other deposits
|
65,369
|
125,503
|
||||||
Advances to employees*
|
905,219
|
1,561,123
|
||||||
Others
|
16,849
|
196,903
|
||||||
$
|
1,730,514
|
$
|
2,586,514
|
* Advances to Employees represents advances made to employees of Ironman by Ironman, prior to its acquisition by IGC. |
|
As of March 31,
|
|||||||
2013
|
2012
|
|||||||
Sundry debtors
|
$
|
11,318
|
$
|
557,758
|
||||
Other advances
|
454,787
|
441,058
|
||||||
Total
|
$
|
466,105
|
$
|
998,816
|
As of March 31,
|
||||||||
2013
|
2012
|
|||||||
Secured liabilities
|
$
|
-
|
$
|
210,011
|
||||
Unsecured liabilities
|
-
|
|||||||
Total
|
$
|
-
|
$
|
210,011
|
As of March 31,
|
||||||||
2013
|
2012
|
|||||||
Statutory dues payable
|
$
|
18,139
|
$
|
11,951
|
||||
Employee related liabilities
|
49,751
|
112,709
|
||||||
Other liabilities
|
242,729
|
438,445
|
||||||
Total
|
$
|
310,619
|
$
|
563,105
|
As of March 31,
|
||||||||
2013
|
2012
|
|||||||
Sundry creditors
|
$
|
51,864
|
$
|
643,496
|
||||
Provision for expenses
|
601,524
|
3,590,482
|
||||||
Total
|
$
|
653,388
|
$
|
4,233,978
|
As of March 31,
|
||||||||
2013
|
2012
|
|||||||
Balance at the beginning of the period
|
$
|
4,803,828
|
$
|
3,838,090
|
||||
Adjustment from Ironman acquisition
|
(3,849,877
|
) |
410,454
|
|||||
TBL impairment
|
(301,141
|
) |
643,117
|
|||||
Effect of foreign exchange translation
|
(60,536
|
) |
(87,833
|
)
|
||||
Total
|
$
|
592,274
|
$
|
4,803,828
|
As of March 31,
|
||||||||
2013
|
2012
|
|||||||
Land
|
$
|
12,069
|
$
|
11,226
|
||||
Buildings
|
1,328,413
|
309,585
|
||||||
Plant and machinery
|
9,396,659
|
9,371,150
|
||||||
Furniture and fixtures
|
121,943
|
88,804
|
||||||
Computer equipment
|
217,659
|
219,110
|
||||||
Vehicles
|
569,352
|
474,622
|
||||||
Office equipment
|
166,924
|
228,794
|
||||||
Capital work-in-progress
|
4,288,468
|
3,918,729
|
||||||
$
|
16,101,488
|
$
|
14,622,020
|
|||||
Less: Accumulated depreciation
|
$
|
(7,917,258
|
) |
$
|
(6,130,224
|
)
|
||
Total
|
$
|
8,184,230
|
$
|
8,491,796
|
As of March 31,
|
||||||||
2013
|
2012
|
|||||||
Selling, general & administrative Expenses
|
$
|
(3,041,632
|
) |
$
|
(4,702,492
|
)
|
||
$
|
(3,041,632
|
) |
$
|
(4,702,492
|
)
|
Expected life of options
|
Granted in 2009
|
Granted in June 2011 quarter
|
||||||
5 years
|
5 years
|
|||||||
Vested options
|
100%
|
100%
|
||||||
Risk free interest rate
|
1.98%
|
4.10%
|
||||||
Expected volatility
|
35.35%
|
83.37%
|
||||||
Expected dividend yield
|
Nil
|
Nil
|
As of March 31,
|
||||||||
2013
|
2012
|
|||||||
Change in the benefit obligation
|
||||||||
Projected Benefit Obligation (PBO) at the beginning of the year
|
$
|
(26,451
|
) |
$
|
(28,780
|
)
|
||
Service cost
|
(847
|
) |
(1,656
|
)
|
||||
Interest cost
|
(2,079
|
) |
(2,535
|
)
|
||||
Benefits paid
|
13,220
|
3,295
|
||||||
Actuarial (loss)/gain
|
2,691
|
(3,225
|
)
|
|||||
PBO at the end of the year
|
(13,466
|
) |
(26,451
|
)
|
||||
Funded status
|
$
|
(13,466
|
) |
$
|
(26,451
|
)
|
Year ended March 31,
|
||||||||
2013
|
2012
|
|||||||
Service cost
|
$
|
847
|
$
|
1,656
|
||||
Interest cost
|
2,079
|
2,535
|
||||||
Actuarial (loss)/gain
|
2,691
|
(3,225
|
) | |||||
Net gratuity cost
|
$
|
5,616
|
$
|
966
|
Year ended March 31,
|
||||||||
2013
|
2012
|
|||||||
Discount rate
|
8.75
|
%
|
9.30
|
%
|
||||
Rate of increase in compensation levels
|
8.00
|
%
|
8.00
|
%
|
As of March 31,
|
||||||||
2013
|
2012
|
|||||||
Expected contribution during the year ending Year 1
|
$
|
550
|
$
|
1,153
|
||||
Expected benefit payments for the years ending March 31:
|
||||||||
Year 2
|
6,108
|
1,174
|
||||||
Year 3
|
532
|
7,922
|
||||||
Year 4
|
1,669
|
1,236
|
||||||
Year 5
|
605
|
2,662
|
||||||
Thereafter
|
12,197
|
19,868
|
March 31,
|
||||||||
2013
|
2012
|
|||||||
Current:
|
||||||||
Federal
|
$
|
-
|
$
|
-
|
||||
Foreign
|
157,382
|
(691,125
|
) | |||||
State
|
-
|
-
|
||||||
Net Current
|
157,382
|
(691,125
|
) | |||||
Deferred:
|
||||||||
Federal
|
-
|
-
|
||||||
Foreign
|
(522,498
|
) |
863,953
|
|||||
State
|
-
|
-
|
||||||
Net Deferred
|
(522,498
|
) |
863,953
|
|||||
Total tax provision
|
$
|
(365,116
|
)
|
$
|
172,828
|
March 31,
|
||||||||
2013
|
2012
|
|||||||
Deferred tax expense (benefit)
|
$
|
(522,498
|
)
|
$
|
172,828
|
|||
Net operating loss carry forward
|
891,816
|
2,717,569
|
||||||
Foreign Tax Credits
|
||||||||
Less: Valuation Allowance
|
891,816
|
2,717,569
|
||||||
Net deferred tax expense
|
$
|
(522,498
|
)
|
$
|
172,828
|
March 31,
|
||||||||
2013
|
2012
|
|||||||
Computed expected income tax (benefit)
|
(768,709
|
)
|
|
(2,633,955
|
)
|
|||
State tax benefit net of federal tax
|
421,820
|
|||||||
Change in valuation allowance
|
768,709
|
(923,973
|
)
|
|||||
Deferred expenses from foreign acquisition
|
283,900
|
|||||||
Impairment loss on goodwill
|
406,047
|
|||||||
Impairment loss on investments
|
2,553,938
|
|||||||
Capitalized interest costs
|
(275855
|
)
|
||||||
Deferred Tax Assets from foreign subsidiaries
|
(365,116
|
)
|
||||||
Other
|
(4,751
|
)
|
||||||
Effective income tax rate
|
(15.2
|
)%
|
2.2
|
%
|
March 31,
|
||||||||
2013
|
2012
|
|||||||
Current deferred tax liabilities (assets):
|
||||||||
Deferred Acquisition Costs – Foreign taxes
|
$
|
221,700
|
$
|
135,980
|
||||
Valuation allowance
|
0
|
0
|
||||||
Net current deferred tax liabilities (assets)
|
221,700
|
135,980
|
||||||
Noncurrent deferred tax (assets) liabilities:
|
||||||||
Deferred Acquisition Costs- Foreign taxes
|
(563,155
|
)
|
727,973
|
|||||
Net Operating Losses
|
891,816
|
2,717,569
|
||||||
Valuation allowance
|
(891,816
|
)
|
(2,717,569
|
)
|
||||
Non-Current net deferred tax (assets) liabilities
|
$
|
(563,155
|
)
|
$
|
727,973
|
As of March 31,
|
||||||||
2013
|
2012
|
|||||||
Investment in equity shares of an unlisted company
|
$
|
55,026
|
$
|
58,950
|
||||
Investment in partnership (SIIPL-IGC)
|
28,463
|
578,670
|
||||||
Total
|
$
|
83,489
|
$
|
637,620
|
1.
|
pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;
|
2.
|
Provide reasonable assurance the transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and the receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the Company; and
|
3.
|
Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisitions, use or disposition of company’s assets that could have a material effect on the financial statements.
|
Name
|
Age
|
Director
Since
|
Term
will Expire
|
|||||||||
Mr. Richard Prins, Chairman, Audit Committee Chairman and Director
(Class B)
|
56
|
2007
|
2015
|
|||||||||
Mr. Ram Mukunda, Chief Exec. Officer, Exec. Chairman, President, Director (Class C)
|
54
|
2005
|
2013
|
|||||||||
Sudhakar Shenoy, Compensation and Audit Committee, Director
(Class A)
|
66
|
2005
|
2014
|
Name
|
Age
|
Position
|
||
Mr. Ram Mukunda
|
54
|
Chief Executive Officer, Executive Chairman, President and Director
|
||
Mr. Danny Ngai
|
46
|
Interim Treasurer and Principal Financial and Accounting Officer
|
||
Mr. John Selvaraj (on leave of absence)
|
|
70
|
Treasurer and Principal Financial and Accounting Officer
|
o
|
base salary
|
|
o
|
performance-based incentive cash compensation
|
|
o
|
right to purchase the Company’s stock at a preset price (stock options)
|
|
o
|
retirement and other benefits
|
o
|
market data;
|
|
o
|
internal review of the executives’ compensation, both individually and relative to other officers; and
|
|
o
|
individual performance of the executive.
|
o
|
enhance the link between the creation of stockholder value and long-term executive incentive compensation;
|
|
o
|
provide an opportunity for increased equity ownership by executives; and
|
|
o
|
maintain competitive levels of total compensation.
|
Name and Principal Position
|
Year
|
Salary
|
Bonus
|
Option/ Stock
Awards(1)
|
Total
Compensation
|
|||||||||||||
Ram Mukunda
Chief Executive Officer & President
|
2013
|
$
|
300,000
|
$
|
-
|
$
|
104,210
|
$
|
404,210
|
|||||||||
2012
|
$
|
300,000
|
$
|
-
|
$
|
102,235
|
$
|
402,235
|
||||||||||
Danny Ngai
Interim Principal Accounting Officer, General Manager, Director Ironman
|
2013
|
$
|
90,000
|
$
|
-
|
$
|
39,120
|
$
|
129,120
|
|||||||||
2012
|
$
|
90,000
|
$
|
-
|
$
|
$
|
(1)
|
The amounts reported in this column represent the fair value of option or stock awards to the named executive officer as computed on the date of the option grant using the Black-Scholes option-pricing model or on the date of the stock issuance using the closing price.
|
Number of
|
Number of
|
||||||||||||||||
Securities
|
Securities
|
||||||||||||||||
Underlying
|
Underlying
|
Option
|
|||||||||||||||
Unexercised
|
Unexercised
|
Exercise
|
Option
|
||||||||||||||
Options (#)
|
Options (#)
|
Price
|
Expiration
|
||||||||||||||
Name
|
Shares (1)
|
Exercisable
|
Unexercisable
|
($)
|
Date
|
||||||||||||
Ram Mukunda
|
172,841
|
575,000
|
-
|
$
|
0.56
|
6/27/16
|
|||||||||||
-
|
635,000
|
-
|
$
|
1.00
|
5/13/14
|
||||||||||||
Danny Ngai
|
43,100
|
-
|
|||||||||||||||
-
|
-
|
(1)
|
The shares granted include those granted under the 2008 ESOP plan and those granted in connection with the acquisition of Ironman.
|
(a)
|
(b)
|
(c)
|
||||||||||
Plan category
|
Number of
securities to be
issued upon
exercise of
outstanding
options,
warrants and
rights(1)
|
Weighted-
average exercise
price of
outstanding
options,
warrants and
rights
|
Number of
securities
available for
future
issuance
(excluding
shares in
column (a)(1)
|
|||||||||
Equity compensation plans approved by security holders:
|
||||||||||||
2008 Omnibus Incentive Plan (2)
|
(3) 269,345
|
$
|
7.80
|
0
|
Shares Owned
|
||||||||
Name and Address of Beneficial Owner (1)
|
Number of Shares Beneficially Owned
|
Percentage of Class*
|
||||||
Wells Fargo & Company (2)
420 Montgomery Street
San Francisco, CA 94104
|
204,215
|
2.9
|
%
|
|||||
Ram Mukunda (3)
|
604,130
|
8.7
|
%
|
|||||
Ranga Krishna (4) (Resigned in December 2012)
|
482,606
|
6.9
|
%
|
|||||
Richard Prins (5)
|
140,000
|
2.0
|
%
|
|||||
Sudhakar Shenoy (6)
|
135,000
|
1.9
|
%
|
|||||
Danny Ngai (7)
|
43,100
|
0.6
|
%
|
|||||
All Executive Officers and Directors as a group (5 Persons) (8)
|
1,609,051
|
23.1
|
%
|
*Based on 6,980,098 shares of common stock outstanding as of June 25, 2013.
|
(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 March 12, 2012 by Wells Fargo Company on behalf of its subsidiary Wachovia Bank, National Association that is the direct holder of the shares. Dr. Ranga Krishna is entitled to 100% of the economic benefits of the shares.
|
(3)
|
Includes (i) 443,017 shares of common stock directly owned by Mr. Mukunda or Mr. Mukunda’s wife Parveen Mukunda, (ii) options exercisable at an average price of $7.8 per share to purchase 121,000 shares of common stock all of which are currently exercisable and (iv) warrants exercisable at $50.00 per share to purchase 40,113 shares of common stock all which are currently exercisable.
|
(4)
|
Includes
(i)
181,846 shares of common stock directly owned by Dr. Krishna partially based on Form 4 filings, (ii) 204,215 shares beneficially owned by Wells Fargo & Company, which has sole voting and dispositive control over the shares, with Dr. Krishna having 100% of the economic benefits of the shares, (iii) warrants exercisable at $50.00 to purchase 29,000 shares of common stock, all of which are currently exercisable; (iv) options at an average price of $7.80 to purchase 67,545 shares of common stock all of which are currently exercisable.
|
(5)
|
Includes (i) 105,000 shares and (ii) options at an average price of $7.8 to purchase 35,000 shares of common stock all of which are currently exercisable.
|
(6)
|
Includes (i) 105,000 shares and (ii) options at an average price of $7.8 to purchase 30,000 shares of common stock all of which are currently exercisable.
|
(7)
|
Includes (i) 43,100 shares
|
(8)
|
Includes Directors and officers, (i) 1,082,178 shares of common stock directly, (ii) options exercisable at an average price of $7.8 per share to purchase 253,545 shares of common stock all of which are currently exercisable and (iii) warrants exercisable at $50.00 per share to purchase 69,113 shares of common stock all which are currently exercisable.
|
March 31, 2013
|
March 31, 2012
|
|||||||
Audit Fees – AJSH & Co.
|
$ | 80,000 | $ | - | ||||
Audit Fees - Yoganandh & Ram
|
80,000 | |||||||
Audit-Related Fees
|
5,000 | |||||||
Tax Fees
|
||||||||
All other Fees
|
||||||||
Total
|
$ | 85,000 | 80,000 |
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 attest 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 independent auditor, including due diligence related to mergers and acquisitions, employee benefit plan audits, and special procedures required to meet 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.
|
|
4.
|
Other Fees
are those associated with services not captured in the other categories.
|
o
The Audit Committee reviewed and discussed the Company’s Audited Financial Statements with management;
o
The Audit Committee discussed with AJSH & Co. the Company’s independent auditors for fiscal year 2013, 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;
o
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 AJSH & CO., its independence from the Company and its management, and considered whether AJSH & CO.’s provision of non-audit services to the Company was compatible with the auditor’s independence; and
o
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, 2013, for filing with the U.S. Securities and Exchange Commission.
|
AUDIT COMMITTEE:
|
|
Richard Prins
Sudhakar Shenoy
|
3.1
|
Amended and Restated Articles of Incorporation (incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form S-1, as amended and filed on November 2, 2005(Reg. No. 333-124942)).
|
|
3.2
|
By-laws (incorporated by reference to Exhibit 3.2 to the Company’s Registration Statement on Form S-1, as amended and filed on February 14, 2006 (Reg. No. 333-124942)).
|
|
4.1
|
Specimen Unit Certificate (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-1, as filed on May 13, 2005 (Reg. No. 333-124942)).
|
|
4.2
|
Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.2 to the Company’s Registration Statement on Form S-1, as filed on May 13, 2005 (Reg. No. 333-124942)).
|
|
4.3
|
Specimen Warrant Certificate (incorporated by reference to Exhibit 4.3 to the Company’s Registration Statement on Form S-1, as filed on May 13, 2005 (Reg. No. 333-124942)).
|
|
4.4
|
Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Company (incorporated by reference to Exhibit 4.4 to the Company’s Registration Statement on Form S-1, as amended and filed on September 22, 2006 (Reg. No. 333-124942)).
|
|
4.5
|
Specimen Warrant Certificate for warrants issued in the December 2010 public offering (incorporated by reference to Exhibit 4.5 to the Company’s Registration Statement on Form S-1, as amended and filed on October 27, 2010 (Reg. No. 333-163867)).
|
|
4.6
|
Warrant Agreement between Continental Stock Transfer & Trust Company and the Company (incorporated by reference to Exhibit 4.6 to the Company’s Registration Statement on Form S-1, as amended and filed on October 27, 2010 (Reg. No. 333-163867)).
|
|
10.1
|
Amended and Restated Letter Agreement between the Company, Ferris, Baker Watts, Inc. and Ram Mukunda (incorporated by reference to Exhibit 10.1 to the Company’s Registration Statement on Form S-1, as amended and filed on July 11, 2005 (Reg. No. 333-124942)).
|
|
10.2
|
Amended and Restated Letter Agreement between the Company, Ferris, Baker Watts, Inc. and John Cherin (incorporated by reference to Exhibit 10.2 to the Company’s Registration Statement on Form S-1, as amended and filed on July 11, 2005 (Reg. No. 333-124942)).
|
|
10.3
|
Amended and Restated Letter Agreement between the Company, Ferris, Baker Watts, Inc. and Ranga Krishna (incorporated by reference to Exhibit 10.3 to the Company’s Registration Statement on Form S-1, as amended and filed on July 11, 2005 (Reg. No. 333-124942)).
|
|
10.4
|
Registration Rights Agreement among the Company and each of the existing stockholders (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-1, as filed on May 13, 2005 (Reg. No. 333-124942)).
|
|
10.5
|
Form of Unit Purchase Agreement among Ferris, Baker Watts, Inc. and one or more of the Initial Stockholders. (6)
|
|
10.6
|
Form of Office Service Agreement between the Company and Integrated Global Networks, LLC. (6)
|
|
10.7
|
Form of Letter Agreement between Ferris, Baker Watts, Inc. and certain officers and directors of the Company (incorporated by reference to Exhibit 10.7 to the Company’s Registration Statement on Form S-1, as amended and filed on July 11, 2005 (Reg. No. 333-124942)).
|
|
10.8
|
Form of Letter Agreement between Ferris, Baker Watts, Inc. and each of the Special Advisors of the Company (incorporated by reference to Exhibit 10.8 to the Company’s Registration Statement on Form S-1, as amended and filed on July 11, 2005 (Reg. No. 333-124942)).
|
|
10.9
|
Form of Letter Agreement between the Company and certain officers and directors of the Company (incorporated by reference to Exhibit 10.9 to the Company’s Registration Statement on Form S-1, as amended and filed on July 11, 2005 (Reg. No. 333-124942)).
|
|
10.10
|
Form of Letter Agreement between the Company and each of the Special Advisors of the Company (incorporated by reference to Exhibit 10.10 to the Company’s Registration Statement on Form S-1, as amended and filed on July 11, 2005 (Reg. No. 333-124942)).
|
10.11
|
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”(incorporated by reference to Exhibit 10.12 to the Company’s Current Report on Form 8-K, as filed on February 12, 2007).
|
|
10.12
|
Debenture Subscription Agreement dated February 2, 2007 by and among India Globalization Capital, Inc., MBL Infrastructures Limited and the persons named as Promoters therein (incorporated by reference to Exhibit 10.12 to the Company’s Current Report on Form 8-K, as filed on February 12, 2007).
|
|
10.13
|
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 (incorporated by reference to Exhibit 10.13 to the Company’s Current Report on Form 8-K dated February 2, 2007, as amended on May 2, 2007).
|
|
10.14
|
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 (incorporated by reference to Exhibit 10.14 to the Company’s Current Report on Form 8-K dated February 2, 2007, as amended on May 2, 2007).
|
|
10.15
|
Contract Agreement dated April 29, 2007 between IGC, Chiranjjeevi Wind Energy Limited, Arul Mariamman Textiles Limited and Marudhavel Industries Limited (incorporated by reference to Exhibit 10.15 to the Company’s Current Report on Form 8-K dated May 2, 2007).
|
|
10.16
|
First Amendment dated August 20, 2007 to Agreement dated April 29, 2007 between IGC, Chiranjjeevi Wind Energy Limited, Arul Mariamman Textiles Limited and Marudhavel Industries Limited (incorporated by reference to Exhibit 10.16 to the Company’s Current Report on Form 8-K dated August 23, 2007).
|
|
10.17
|
Share Subscription Cum Purchase Agreement dated September 16, 2007 by and among India Globalization Capital, Inc., Techni Bharathi Limited and the persons named as Promoters therein (incorporated by reference to Exhibit 10.17 to the Company’s Current Report on Form 8-K dated September 27, 2007).
|
|
10.18
|
Shareholders Agreement dated September 16, 2007 by and among India Globalization Capital, Inc., Techni Bharathi Limited and the persons named as Promoters therein (incorporated by reference to Exhibit 10.18 to the Company’s Current Report on Form 8-K dated September 27, 2007).
|
|
10.19
|
Share Purchase Agreement dated September 21, 2007 by and between India Globalization Capital, Inc. and Odeon Limited (incorporated by reference to Exhibit 10.19 to the Company’s Current Report on Form 8-K dated September 27, 2007).
|
|
10.20
|
Share Subscription Cum Purchase Agreement dated September 15, 2007 by and among India Globalization Capital, Inc., Sricon Infrastructure Private Limited and the persons named as Promoters therein (incorporated by reference to Exhibit 10.20 to the Company’s Current Report on Form 8-K dated September 27, 2007).
|
|
10.21
|
Shareholders Agreement dated September 15, 2007 by and among India Globalization Capital, Inc., Sricon Infrastructure Private Limited and the persons named as Promoters therein (incorporated by reference to Exhibit 10.21 to the Company’s Current Report on Form 8-K dated September 27, 2007).
|
|
10.22
|
Form of Amendment to the Share Subscription Cum Purchase Agreement Dated September 15, 2007, entered into on December 19, 2007 by and among India Globalization Capital, Inc., Sricon Infrastructure Private Limited and the persons named as Promoters therein (incorporated by reference to Exhibit 10.22 to the Company’s Current Report on Form 8-K dated December 27, 2007).
|
|
10.23
|
Form of Amendment to the Share Subscription Agreement Dated September 16, 2007, entered into on December 21, 2007 by and among India Globalization Capital, Inc., Techni Bharathi Limited and the persons named as Promoters therein (incorporated by reference to Exhibit 10.23 to the Company’s Current Report on Form 8-K dated December 27, 2007).
|
|
10.24
|
Form of Letter Agreement, dated December 24, 2007, with Dr. Ranga Krishna (incorporated by reference to Exhibit 10.24 to the Company’s Current Report on Form 8-K dated December 27, 2007).
|
|
10.25
|
Form of Letter Agreement, dated December 24, 2007, with Oliveira Capital, LLC (incorporated by reference to Exhibit 10.25 to the Company’s Current Report on Form 8-K dated December 27, 2007).
|
|
10.26
|
Form of Warrant Clarification Agreement, dated January 4, 2008, by and between the Company and Continental Stock Transfer & Trust Company (incorporated by reference to Exhibit 10.26 to the Company’s Current Report on Form 8-K dated January 7, 2008).
|
|
10.27
|
Second Amendment to the Share Subscription Cum Purchase Agreement Dated September 15, 2007, entered into on January 14, 2008 by and among India Globalization Capital, Inc., Sricon Infrastructure Private Limited and the persons named as Promoters therein (incorporated by reference to Exhibit 10.27 to the Company’s Current Report on Form 8-K dated January 16, 2008).
|
|
10.28
|
Letter Agreement dated January 8, 2008 by and among India Globalization Capital, Inc., Odeon Limited, and Techni Bharathi Limited with respect to the Share Purchase Agreement dated September 21, 2007 by and among India Globalization Capital, Inc. and Odeon Limited (incorporated by reference to Exhibit 10.28 to the Company’s Current Report on Form 8-K dated January 16, 2008).
|
|
10.29
|
Employment Agreement between India Globalization Capital, Inc., India Globalization Capital Mauritius and Ram Mukunda dated March 8, 2008 (incorporated by reference to Exhibit 10.29 to the Company’s Current Report on Form 8-K dated May 23, 2008).
|
|
10.30
|
2008 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.30 to the Company’s Definitive Proxy Statement on Schedule 14A filed on February 8, 2008).
|
10.31
|
Registration Rights Agreement dated October 16, 2009 between the Company and Bricoleur Partners, L.P. (incorporated by reference to Exhibit 10.31 to the Company’s Current Report on Form 8-K dated October 21, 2009).
|
|
10.32
|
Form of Securities Purchase Agreement dated September 14, 2009 by and among India Globalization Capital, Inc. and the investors named therein (incorporated by reference to Exhibit 10.32 to the Company’s Current Report on Form 8-K dated September 17, 2009).
|
|
10.33
|
Amendment No. 1 dated October 30, 2009 to Securities Purchase Agreement by and among India Globalization Capital, Inc. and the investors named therein (incorporated by reference to Exhibit 10.33 to the Company’s Registration Statement on Form S-1, as filed on December 18, 2009(Reg. No. 333-163867)).
|
|
10.34
|
ATM Agency Agreement dated October 13, 2009, by and between India Globalization Capital, Inc. and Enclave Capital LLC (incorporated by reference to Exhibit 10.34 to the Company’s Current Report on Form 8-K dated October 13, 2009).
|
|
10.35
|
Co-Placement Agency Agreement between the Company, Source Capital Group, Inc. and Boenning & Scattergood, Inc. (incorporated by reference to Exhibit 10.35 to the Company’s Registration Statement on Form S-1, as filed on November 10, 2010).
|
|
10.36
|
Note and Share Purchase Agreement dated February 25, 2011 between the Company and Bricoleur Partners, L.P. (incorporated by reference to Exhibit 10.36 to the Company’s Current Report on Form 8-K dated February 25, 2011).
|
|
10.37
|
Unsecured Promissory Note dated February 25, 2011 in the principal amount of $1,800,000 issued by the Company to Bricoleur Partners, L.P. (incorporated by reference to Exhibit 10.37 to the Company’s Current Report on Form 8-K dated February 25, 2011).
|
|
10.38
|
Note and Share Purchase Agreement dated March 24, 2011 between the Company and the Steven M. Oliveira 1998 Charitable Remainder Unitrust (incorporated by reference to Exhibit 10.38 to the Company’s Current Report on Form 8-K dated March 25, 2011).
|
|
10.39
|
Unsecured Promissory Note dated March 24, 2011 in the principal amount of $2,120,000 issued by the Company to the Steven M. Oliveira 1998 Charitable Remainder Unitrust (incorporated by reference to Exhibit 10.39 to the Company’s Current Report on Form 8-K dated March 25, 2011).
|
|
10.40
|
Stock Purchase Agreement between India Globalization Capital, Inc. and all of the shareholders of HK Ironman dated October 14, 2011 (incorporated by reference to Annex A of the Form DEF 14A of India Globalization Capital, Inc., dated October 14, 2011 and filed with the Securities and Exchange Commission on December 9, 2011 (Commission File No.: 001-32830)).
|
|
10.41
|
Purchase Agreement Between Linxi H&F Economic and Trade Co. Ltd. and Mr. Yuxing Lu dated June 21, 2012 (incorporated by reference to Exhibit 10.41 to the Company’s Current Report on Form 8-K dated June 25, 2012).
|
|
10.42 | Memorandum of Settlement among India Globalization Capital, Inc., Sricon Infrastructure Private Limited and the persons named as Promoters therein (incorporated by reference to Exhibit 10.42 to the Company’s Current Report on Form 8-K dated June 27, 2012). | |
10.43 | Note and Share Purchase Agreement between the Company and Bricoleur Partners, L.P. dated October 9, 2012 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated October 12, 2012). | |
10.44 | Unsecured Promissory Note in the principal amount of $1,800,000 issued by the Company to Bricoleur Partners, L.P. dated October 9, 2012 (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K dated October 12, 2012). | |
10.45 | Settlement Agreement between Techni Bharathi Private Limited (“TBL”) and IGC India Mining and Trading Private Limited (“IGC-IMT”), the first part: and Mr. Jortin Antony, Mrs. Sheeba Jortin, Mr. V.C. Antony, Mrs. Kunjamma Antony, and V.C. Homes Private Limited collectively “Mr. Jortin Antony Group,” the second part, dated October 13, 2012 (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K dated October 18, 2012 and April 4, 2013). | |
10.46 | Settlement Agreement among IGC Materials Private Limited (“IGC-MPL”), the first part: Mr. Jortin Antony individually and representing the Jortin Antony Group, the second part: and Techni Bharathi Private Limited (“TBL”), the third part, dated October 13, 2012 (incorporated by reference to Exhibit 2.2 to the Company’s Current Report on Form 8-K dated October 18, 2012 and April 4, 2013). | |
10.47
|
||
21
|
||
23.1
|
||
23.2 | Consent of AJSH & Co. * | |
99.1
|
Code of Ethics (incorporated by reference to Exhibit 99.1 to the Company’s Registration Statement on Form S-1, as amended and filed on July 11, 2005 (Reg. No. 333-124942)).
|
|
31.1
|
||
31.2
|
||
32.1
|
||
32.2
|
||
101.INS**
|
XBRL Instance Document
|
|
101.SCH**
|
XBRL Taxonomy Extension Schema Document
|
|
101.CAL**
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
101.DEF**
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
101.LAB**
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
101.PRE**
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
*
|
Filed herewith.
|
|
**
|
In accordance with Regulation S-T, the XBRL-related information in Exhibit 101 to this 10-K shall be deemed to be "furnished" and not "filed."
|
INDIA GLOBALIZATION CAPITAL, INC.
|
|||
Date: July 16, 2013
|
By:
|
/s/ Ram Mukunda
|
|
Ram Mukunda
|
|||
Chief Executive Officer and President (Principal Executive Officer)
|
|||
Date: July 16, 2013
|
By:
|
/s/ Danny Ngai
|
|
Danny Ngai
|
|||
Interim Treasurer, Principal Financial and Accounting Officer
|
|||
Date: July 16, 2013
|
By:
|
/s/ Richard Prins
|
|
Richard Prins
|
|||
Director
|
Date: July 16, 2013
|
By:
|
/s/ Sudhakar Shenoy
|
||
Sudhakar Shenoy
|
||||
Director
|
||||
Date: July 16, 2013
|
By:
|
/s/ Ram Mukunda
|
||
Ram Mukunda
|
||||
Director
|
A.
|
On October 16, 2009, the Investor purchased a promissory note from the Company in the original principal amount of $2,000,000.00 (the “2009 Security”). On December 10, 2010, the Company repaid the Investor $200,000 of such principal amount, leaving a balance due of $1,800,000.
|
B.
|
On February 25, 2011, the Company issued a promissory note from the Company in the principal amount of $1,800,000.00 (the “2011 Security”) and unrestricted shares of the Company’s common stock to the Investor in exchange for the 2009 Security.
|
C.
|
On October 9, 2012, pursuant to the 2012 Agreement, the Company issued a promissory note from the Company in the principal amount of $1,800,000.00 (the “2012 Security”) and unrestricted shares of the Company’s common stock to the Investor in exchange for the 2011 Security.
|
D.
|
The 2012 Security had an original maturity date of December 31, 2012, and the Company and the Investor desire to amend the 2012 Security, subject to the same terms of the 2012 Agreement, to extend the maturity date of the 2012 Security to July 31, 2014.
|
Subsidiaries
|
Immediate
holding company
|
Jurisdiction of Organization
|
Names Under Which Subsidiary Does Business
|
|||
IGC – Mauritius
(“IGC-M”) (1)
|
IGC
|
Mauritius
|
Non-operating subsidiary
|
|||
IGC India Mining and Trading Private Limited
(“IGC-IMT”) (2)
|
IGC-M
|
India
|
IGC Mining and Trading, Limited
|
|||
IGC Logistic Private Limited
(“IGC-LPL”) (2)
|
IGC-M
|
India
|
IGC Logistics, Private Limited
|
|||
IGC Materials Private Limited
(“IGC-MPL”) (2)
|
IGC-M
|
India
|
IGC Materials, Private Limited
|
|||
H&F Ironman Limited
(“HK Ironman”) (1)
|
IGC
|
Hong Kong
|
Non-operating subsidiary
|
|||
Linxi H&F Economic and Trade Co.
(“PRC Ironman”) (3)
|
HK Ironman
|
Peoples’ Republic of China
|
Linxi H&F Economic and Trade Co.
|
|||
Techni Bharathi Limited
(“TBL”) (2)
|
IGC-M
|
India
|
Techni Bharathi Limited
|
1.
|
I have reviewed this annual report on Form 10-K of India Globalization Capital, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
India Globalization Capital, Inc.
|
|||
Date: July 16, 2013
|
By:
|
/s/ Ram Mukunda
|
|
Ram Mukunda
|
|||
Chief Executive Officer and President (Principal Executive Officer)
|
1.
|
|
I have reviewed this annual report on Form 10-K of India Globalization Capital, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
India Globalization Capital, Inc.
|
|||
Date: July 16, 2013
|
By:
|
/s/ Danny Ngai
|
|
Danny Ngai
|
|||
Interim Treasurer, Principal Financial and
Accounting Officer
|
1.
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
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2.
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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India Globalization Capital, Inc.
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Date: July 16, 2013
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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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1.
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
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2.
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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India Globalization Capital, Inc.
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Date: July 16, 2013
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By:
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/s/ Danny Ngai
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Danny Ngai
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Interim Treasurer, Principal Financial and
Accounting Officer
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