x
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Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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|
For the fiscal year ended March 31, 2014
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o
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Transition report pursuant to Section 13 or 15(d) of the Exchange Act
For the transition period from _____ to _____
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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 each exchange on which registered
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Common Stock
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NYSE MKT LLC
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Common Stock Purchase Warrants
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NYSE MKT LLC
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Large accelerated filer
o
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Accelerated filer
o
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Non-accelerated filer
o
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Smaller reporting company
þ
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(Do not check if a smaller reporting company)
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Page
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PART I
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||
Item 1.
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2
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Item 1A.
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9
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Item 1B.
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17
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Item 2.
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17
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Item 3.
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18
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Item 4.
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18
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PART II
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||
Item 5.
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19
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Item 6.
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20
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Item 7.
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20
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Item 7A.
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26
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Item 8.
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28
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Item 9.
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30
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Item 9A.
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30
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Item 9B.
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31
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PART III
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Item 10.
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32
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Item 11.
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36
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Item 12.
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41
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Item 13.
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43
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Item 14.
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43
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PART IV
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||
Item 15.
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46
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50
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·
|
We plan to become a company with diverse businesses where mining, materials and the acquisition of distressed mining assets will be just one of several expected business lines. We are and have been for some time a company with diverse assets. We have an equipment leasing business in India and we operate a beneficiation plant in Inner Mongolia.
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·
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Our Board believes that a business that is only dependent on the sale of iron ore to China is not prudent. Accordingly, an expansion to other opportunities, some cyclically distressed and some part of the new economy would de-risk our current holdings and drive stockholder value. We are therefore evaluating an expansion into other targeted areas including technology, logistics and specialty pharmaceuticals, with a focus on capitalizing on specific niches within these areas such as medical marijuana, solar energy, and clean technology.
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·
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A sophisticated and integrated understanding of the Indian construction sector including the bidding, modeling, costing, and management of construction projects and heavy equipment.
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·
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Knowledge, history and ability to work in the agricultural and construction sector in India.
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·
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Knowledge of the procurement and availability of used heavy equipment in various parts of India, China and the United States.
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·
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Strong relationships with several important construction companies in southern India and strong relationships at the appropriate levels of government in India.
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·
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A strong partnership with TerraSphere that has a sophisticated integrated and patented system for indoor vertical farming.
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·
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Knowledge and history in the construction of indoor facilities as well as the ability to work in the indoor farming sector.
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·
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Knowledge of the procurement, warehousing and use of raw materials used in the indoor vertical farms.
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·
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A sophisticated and integrated approach to bidding, modeling, costing, management and monitoring of trading iron ore.
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·
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Knowledge, history and ability to work in the iron ore sector in India, Inner Mongolia and Mongolia, including specific knowledge of sourcing raw materials.
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·
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Knowledge of low-cost logistics for moving commodities across long distances in specific parts of India, Inner Mongolia and Mongolia.
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·
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Knowledge of the licensing process for mines in India and Inner Mongolia, and a growing understanding of the licensing process in Mongolia.
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·
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Strong relationships with several important construction companies and mine operators in southern and central India, Inner Mongolia and Mongolia, and strong relationships at the appropriate levels of government in India and Inner Mongolia.
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Tons and Grade of Iron Ore purchased
|
Tons and Grade of Iron Ore Sold
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Average Cost of Material Purchased
|
Average Price of Material Sold
|
19,150 tons of 61+% Fe content Iron ore
|
19,150 tons of 61+% Fe content Iron ore
|
$111 per ton
|
$115 per ton
|
·
|
The company carries out its trading activity based on purchase orders placed by local buyers (local traders and steel mills) in and around Inner Mongolia and our Chinese subsidiary in turn places orders with its listed vendors, located locally. There are no long-term contracts both for the purchases and sales made by the subsidiary. During fiscal 2013, the subsidiary did not carry out any value addition to the iron ore sold and the purchases were made based on spot pricing of iron ore.
|
·
|
With respect to the transportation and storage of goods, our subsidiary contracts with local transportation agents for the transportation of goods and rents space for storage of iron ore. The infrastructure used for these operations are warehouses and pieces of secured land all which were rented. We have no long-term contracts for the warehouses or the secured land.
|
Subsidiary
|
Business Area
|
Year Ended
March 31, 2014
|
||||
TBL
|
Construction/Rental heavy equipment
|
$ | 69,789 | |||
IGC-IMT
|
Trading
|
0 | ||||
IGC-MPL
|
Trading
|
0 | ||||
IGC-LPL
|
Trading
|
0 | ||||
HK – Ironman
|
Trading
|
$ | 2,203,366 | |||
IGC
|
Trading
|
0 | ||||
Total IGC *
|
–
|
$ | 2,273,155 |
*
|
No business was conducted in any of our other subsidiaries during the fiscal year ended March 31, 2014.
|
·
|
We expect to expand our rental business in India from Kerala to other south India states. The process involves registering our Indian subsidiary in every state that we want to expand to. We expect to start with a neighboring state Karnataka. Registration allows us to move equipment from one state to another with minimal paper work and no interstate taxes. The process of registration, while routine, takes several months to complete. We are also acquiring more equipment that can be rented. Our strategy is to acquire used equipment, that we can repair and then renting it out to the agricultural and construction industries.
|
·
|
We expect to expand the trading business by using the bank lines that are available under Golden Gate. We also plan to expand the geographic areas covered by Golden Gate to India and possibly the United States. Our expansion strategy for the vertical farming includes initially building out four facilities in Rhode Island, Massachusetts, Maryland and Newfoundland, Canada.
|
·
|
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;
|
·
|
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.
|
·
|
an interested stockholder, which is defined as any person (other than a subsidiary) who beneficially owns 10% or more of the corporation’s voting stock, or who is an affiliate or an associate of the corporation who, at any time within a two-year period prior to the transaction, was the beneficial owner of 10% or more of the voting power of the corporation’s voting stock; or
|
·
|
an affiliate of an interested stockholder.
|
·
|
provide that a special meeting of stockholders will be called only at the request of stockholders entitled to cast at least a majority of the votes entitled to be cast at the meeting,
|
·
|
reserve for itself the right to fix the number of directors,
|
·
|
provide that a director may be removed only by the vote of at least two-thirds of the votes entitled to be cast generally in the election of directors, and
|
·
|
retain for itself sole authority to fill vacancies created by an increase in the size of the board or the death, removal or resignation of a director.
|
·
|
competition in the road building sector,
|
·
|
legislation by the government of India,
|
·
|
general economic conditions and the Indian growth rates,
|
·
|
our ability to win licenses, contracts and execute,
|
·
|
current and future economic and political conditions,
|
·
|
overall industry and market performance,
|
·
|
the impact of accounting pronouncements,
|
·
|
management’s goals and plans for future operations, and
|
·
|
other assumptions described in this report underlying or relating to any forward-looking statements.
|
Location
|
Nature of Activity
|
Type of License Required
|
Type of License held
|
Encumbrances in
Obtaining Permit
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India
|
1. Trading of rock aggregate and iron
|
No license or permit required
|
None held, except business registrations with tax authorities in various states in India
|
Not applicable
|
China
|
1. Beneficiation plant
2. Trading in iron ore
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Permit to beneficiate
|
Business license to beneficiate iron ore and trade iron ore
|
There were no encumbrances in maintaining the business license in fiscals 2014 and 2013
|
Common Stock
|
Warrants
|
|||||||||||||||
Quarter Ended
|
High
|
Low
|
High
|
Low
|
||||||||||||
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 | ||||||||||||
June 30, 2013
|
1.73 | 1.52 | N/A | N/A | ||||||||||||
September 30, 2013
|
1.10 | 0.93 | N/A | N/A | ||||||||||||
December 31, 2013
|
1.05 | 0.97 | 0.01 | 0.01 | ||||||||||||
March 31, 2014
|
0.81 | 0.73 | 0.01 | 0.01 | ||||||||||||
June 30, 2014
|
1.45 | 1.37 | 0.22 | 0.22 | ||||||||||||
Through July 8, 2014
|
1.58 | 1.41 | 0.25 | 0.25 |
Plan category
|
(a)
Number of securities to be issued upon exercise of outstanding options, warrants and rights (1)
|
(b)
Weighted- average exercise price of outstanding options, warrants and rights
|
(c)
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 |
(1)
|
Consists of our 2008 Omnibus Incentive Plan, as amended. See Note 16, “Stock-Based Compensation” of the Notes to the Consolidated Financial Statements included in this report.
|
(2)
|
Includes grants during fiscal years ended March 31, 2010, 2012, 2013 and 2014. There were no grants during the fiscal year ended March 31, 2009, 2011.
|
(3)
|
The number of options outstanding is 2,693,450 with an average exercise price of $0.78. Each option exercised at an average price of $0.78 entitles the holder to one tenth of a share of common stock. Therefore, 10 options each exercised at $0.78 for an aggregate price of $7.80 entitle the holder to one share of common stock. The total number of securities to be issued upon the exercise of all outstanding options is 269,345 shares.
|
·
|
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.
|
·
|
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
|
||||||||||||||||
2014
|
2013
|
Change
|
Percent Change
|
|||||||||||||
Revenue
|
$ | 2,273,155 | $ | 8,030,016 | (5,756,861 | ) | (71.69 | ) | ||||||||
Cost of revenues
|
(1,891,559 | ) | (6,496,891 | ) | 4,605,332 | (70.89 | ) | |||||||||
Selling, General and Administrative expenses
|
(2,178,740 | ) | (3,041,632 | ) | 862,892 | (28.37 | ) | |||||||||
Depreciation
|
(712,314 | ) | (673,916 | ) | (38,398 | ) | 5.70 | |||||||||
Impairment loss – goodwill
|
(301,141 | ) | 301,141 | (100.00 | ) | |||||||||||
Impairment loss – Investment Others
|
(18,244 | ) | (18,244 | ) | 100.00 | |||||||||||
Operating income (loss)
|
$ | (2,527,702 | ) | $ | (2,483,564 | ) | (44,138 | ) | 1.78 | |||||||
Interest and other financial expenses
|
(291,520 | ) | (419,436 | ) | 127,916 | (30.50 | ) | |||||||||
Interest Income
|
12,712 | 30,397 | (17,685 | ) | (58.18 | ) | ||||||||||
Other Income (loss)
|
(236,071 | ) | 240,064 | (476,135 | ) | (198.34 | ) | |||||||||
Income before income taxes and minority interest attributable to non-controlling interest
|
$ | (3,042,581 | ) | $ | (2,632,539 | ) | (410,042 | ) | 15.58 | |||||||
Tax benefit/(expense)
|
365,116 | (365,116 | ) | (100.00 | ) | |||||||||||
Income/Loss after income taxes
|
$ | (3,042,581 | ) | $ | (2,267,423 | ) | (775,158 | ) | 34.19 |
Fiscal Year Ended
|
Total Cash held by
foreign subsidiaries
|
|||
31-Mar-14
|
$ | 170,243 | ||
31-Mar-13
|
$ | 1,034,643 |
Year ended March 31
|
||||||||||||||||
2014
|
2013
|
|||||||||||||||
(current year exchange rate)
|
(previous year exchange rate)
|
Change
|
Percentage
|
|||||||||||||
Revenues
|
$ | 2,273,155 | $ | 2,257,517 | $ | 15,638 | 0.69 | |||||||||
Total expenses before taxes
|
(3,108,558 | ) | (3,136,719 | ) | 28,161 | 0.91 | ||||||||||
$ | (835,404 | ) | $ | (879,202 | ) | $ | 43,799 |
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
|
||
2013-14
|
INR 60.35/RMB 6.21/HKD 7.76 per USD
|
INR 60.00/RMB 6.22 /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 March 31,
|
||||||||
2014
|
2013
|
|||||||
(audited)
|
(as restated)
|
|||||||
ASSETS
|
||||||||
Current assets:
|
||||||||
Cash and cash equivalents
|
$ | 1,026,565 | $ | 1,064,421 | ||||
Accounts receivable, net of allowances
|
566,252 | 1,066,650 | ||||||
Inventories
|
611,702 | 407,060 | ||||||
Prepaid expenses and other current assets
|
1,553,936 | 1,730,514 | ||||||
Total current assets
|
$ | 3,758,455 | $ | 4,268,645 | ||||
Intangible Assets
|
468,091 | 592,274 | ||||||
Property, plant and equipment, net
|
7,586,844 | 8,184,230 | ||||||
Investments in affiliates
|
5,109,058 | 5,109,057 | ||||||
Investments-others
|
31,650 | 83,489 | ||||||
Deferred acquisition costs
|
- | 207,338 | ||||||
Deferred Income taxes
|
321,676 | 341,455 | ||||||
Other non-current assets
|
458,578 | 466,105 | ||||||
Total long-term assets
|
$ | 13,975,897 | 14,983,948 | |||||
Total assets
|
$ | 17,734,352 | $ | 19,252,593 | ||||
LIABILITIES AND STOCKHOLDERS' EQUITY
|
||||||||
Current liabilities:
|
||||||||
Trade payables
|
133,365 | 600,702 | ||||||
Accrued expenses
|
418,480 | 466,960 | ||||||
Notes payable
|
- | |||||||
Loans — others
|
424,845 | 446,694 | ||||||
Other current liabilities
|
53,987 | 310,619 | ||||||
Total current liabilities
|
$ | 1,030,677 | $ | 1,824,975 | ||||
Notes payable
|
1,800,000 | 1,800,000 | ||||||
Other non-current liabilities
|
758,379 | 653,388 | ||||||
$ | 2,558,379 | 2,453,388 | ||||||
Total liabilities
|
$ | 3,589,056 | $ | 4,278,363 | ||||
Stockholders' equity:
|
||||||||
Common stock — $.0001 par value; 150,000,000 shares authorized; 9,373,569 issued and outstanding as of March 31, 2014 and 6,980,098 issued and outstanding as of March 31, 2013.
|
$ | 937 | $ | 698 | ||||
Additional paid-in capital
|
58,362,834 | 56,153,375 | ||||||
Accumulated other comprehensive income
|
(2,016,815 | ) | (2,020,764 | ) | ||||
Retained earnings (Deficit)
|
(42,719,772 | ) | (39,697,179 | ) | ||||
Total equity attributable to Parent
|
$ | 13,627,184 | $ | 14,436,130 | ||||
Non-controlling interest
|
$ | 518,112 | $ | 538,100 | ||||
Total stockholders' equity
|
14,145,296 | 14,974,230 | ||||||
Total liabilities and stockholders' equity
|
$ | 17,734,352 | $ | 19,252,593 |
INDIA
GLOBALIZATION CAPITAL, INC. AND SUBSIDIARIES
|
CONSOLIDATED STATEMENTS OF OPERATIONS
|
(Audited)
|
All amounts in USD except share data
|
||||||||
Year ended March 31,
|
||||||||
2014
|
2013
(as restated)
|
|||||||
Revenues
|
$ | 2,273,155 | 8,030,016 | |||||
Cost of revenues (excluding depreciation)
|
(1,891,559 | ) | (6,496,891 | ) | ||||
Selling, general and administrative expenses
|
(2,178,740 | ) | (3,041,632 | ) | ||||
Depreciation
|
(712,314 | ) | (673,916 | ) | ||||
Impairment loss - Goodwill
|
- | (301,141 | ) | |||||
Impairment loss - Investment others
|
(18,244 | ) | ||||||
Operating income (loss)
|
(2,527,702 | ) | (2,483,564 | ) | ||||
Interest expense
|
(291,520 | ) | (419,436 | ) | ||||
Interest income
|
12,712 | 30,397 | ||||||
Other income, net
|
(236,071 | ) | 240,064 | |||||
Income before income taxes and minority interest attributable to non-controlling interest
|
$ | (3,042,581 | ) | (2,632,539 | ) | |||
Income taxes benefit/ (expense)
|
- | 365,116 | ||||||
Net income/(loss)
|
$ | (3,042,581 | ) | (2,267,423 | ) | |||
Non-controlling interests in earnings of subsidiaries
|
(19,988 | ) | 15,076 | |||||
Net income / (loss) attributable to common stockholders
|
$ | (3,022,593 | ) | (2,252,347 | ) | |||
Earnings/(loss) per share attributable to common stockholders:
|
||||||||
Basic
|
$ | (0.37 | ) | (0.32 | ) | |||
Diluted
|
$ | (0.37 | ) | (0.32 | ) | |||
Weighted-average number of shares used in computing earnings per share amounts: | ||||||||
Basic
|
8,205,684 | 6,966,798 | ||||||
Diluted
|
8,205,684 | 6,966,798 |
INDIA
GLOBALIZATION CAPITAL, INC. AND SUBSIDIARIES
|
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
|
(Audited)
|
Year ended March 31
|
||||||||||||||||||||||||
2014 |
2013
|
|||||||||||||||||||||||
IGC
|
Non-controlling interest
|
Total
|
IGC
|
Non-controlling interest
|
Total
|
|||||||||||||||||||
Net income / (loss)
|
$ | (3,022,593 | ) | (19,988 | ) | $ | (3,042,581 | ) | $ | (2,252,347 | ) | (15,076 | ) | $ | (2,267,423 | ) | ||||||||
Foreign currency translation adjustments
|
$ | 3,949 | $ | 3,949 | $ | 521,689 | 7,082 | $ | 528,771 | |||||||||||||||
Comprehensive income (loss)
|
$ | (3,018,644 | ) | (19,988 | ) | $ | (3,038,632 | ) | $ | (1,730,658 | ) | (7,994 | ) | $ | (1,738,652 | ) |
INDIA
GLOBALIZATION CAPITAL, INC. AND SUBSIDIARIES
|
CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY
|
(Audited)
|
All amounts in USD except share data | ||||||||||||||||||||||||||||
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, 2012 (audited)
|
6,006,173 | $ | 601 | $ | 54,827,358 | $ | (37,444,832 | ) | $ | (2,542,453 | ) | $ | 975,509 | $ | 15,816,183 | |||||||||||||
Loan exchange
|
334,200 | 33 | 501,267 | 501,300 | ||||||||||||||||||||||||
Loss on Translation
|
245,354 | 7,082 | 252,436 | |||||||||||||||||||||||||
ESOP/Others
|
639,725 | 64 | 824,750 | 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
|
6,980,098 | $ | 698 | $ | 56,153,375 | $ | (39,697,179 | ) | $ | (2,020,764 | ) | $ | 538,100 | $ | 14,974,230 | |||||||||||||
Bricoleur loan interest payments
|
205,200 | 20 | 270,502 | 270,522 | ||||||||||||||||||||||||
IR and other shares
|
36,193 | 4 | 40,796 | 40,800 | ||||||||||||||||||||||||
ESOP Shares
|
146,073 | 15 | 140,215 | 140,230 | ||||||||||||||||||||||||
ATM Sale
|
1,256,005 | 125 | 1,251,771 | 1,251,896 | ||||||||||||||||||||||||
Register direct
|
750,000 | 75 | 506,175 | 506,250 | ||||||||||||||||||||||||
Loss on Translation
|
3,949 | 3,949 | ||||||||||||||||||||||||||
Net income for non-controlling interest | (19,988 | ) | (19,988 | ) | ||||||||||||||||||||||||
Net income / (loss)
|
(3,022,593 | ) | (3,022,593 | ) | ||||||||||||||||||||||||
Balance at March 31, 2014
|
9,373,569 | 937 | 58,362,834 | (42,719,772 | ) | (2,016,815 | ) | 518,112 | 14,145,296 |
INDIA
GLOBALIZATION CAPITAL, INC. AND SUBSIDIARIES
|
CONSOLIDATED STATEMENTS OF CASH FLOWS
|
(Audited)
|
Year ended March 31,
|
||||||||
2014 |
2013
(as restated)
|
|||||||
Cash flows from operating activities:
|
||||||||
Net income (loss)
|
$ | (3,042,581 | ) | $ | (2,267,423 | ) | ||
Adjustment to reconcile net income (loss) to net cash:
|
||||||||
Deferred taxes
|
- | (365,116 | ) | |||||
Depreciation
|
712,314 | 673,916 | ||||||
Unrealized exchange losses/(gains)
|
255,671 | 368,408 | ||||||
Bad debts written off and creditors restated
|
424,087 | |||||||
Non-cash interest expenses
|
270,522 | 501,300 | ||||||
ESOP and other stock related expenses
|
181,030 | 824,814 | ||||||
Impairment of goodwill
|
- | 301,141 | ||||||
Impairment of Investment
–
Others
|
18,244 | |||||||
Changes in:
|
||||||||
Accounts receivable
|
374,965 | 468,306 | ||||||
Inventories
|
(204,640 | ) | (26,704 | ) | ||||
Prepaid expenses and other assets
|
106,958 | 860,428 | ||||||
Trade payables
|
(453,576 | ) | 285,461 | |||||
Other current liabilities
|
(251,118 | ) | (457,386 | ) | ||||
Other non – current liabilities
|
(52,921 | ) | (550,429 | ) | ||||
Non-current assets
|
(34,840 | ) | 467,604 | |||||
Accrued Expenses
|
(46,169 | ) | (519,475 | ) | ||||
Intercompany balances
|
||||||||
Net cash used in operating activities
|
$ | (1,742,054 | ) | $ | 564,845 | |||
Cash flow from investing activities:
|
||||||||
Proceeds from short term investment
|
331,328 | |||||||
Purchase of property and equipment/capital work in progress
|
(8,485 | ) | (326,078 | ) | ||||
Proceeds from sale of property and equipment
|
11,568 | 115,425 | ||||||
Deferred acquisition cost
|
(207,338 | ) | ||||||
Restricted cash
|
11,959 | |||||||
Net cash provided/(used) by investing activities
|
$ | 3,083 | $ | (74,704 | ) | |||
Cash flows from financing activities:
|
||||||||
Issuance of equity stock
|
1,758,146 | |||||||
Net movement in other short-term borrowings
|
(196,614 | ) | ||||||
Proceeds from loans
|
(21,849 | ) | 224,305 | |||||
Net cash provided/(used) by financing activities
|
$ | 1,736,297 | $ | 27,691 | ||||
Effects of exchange rate changes on cash and cash equivalents
|
(35,182 | ) | (16,359 | ) | ||||
Net increase/(decrease) in cash and cash equivalents
|
(37,856 | ) | 501,473 | |||||
Cash and cash equivalent at the beginning of the period
|
1,064,421 | 562,948 | ||||||
Cash and cash equivalent at the end of the period
|
$ | 1,026,565 | $ | 1,064,421 | ||||
Supplementary information:
|
||||||||
Cash paid for interest
|
$ | 20,998 | $ | 32,582 | ||||
Cash paid for taxes
|
$ | 0 | $ | 0 | ||||
Non-cash items:
|
||||||||
Common stock issued for interest payment on notes payable
|
$ | 270,522 | $ | 501,300 | ||||
Common stock issued including ESOP
|
181,030 | $ | 824,814 |
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
|
·
|
We plan to become a company with diverse businesses where mining, materials and the acquisition of distressed mining assets will be just one of several expected business lines. We are and have been for some time a company with diverse assets. We have an equipment leasing business in India and we operate a beneficiation plant in Inner Mongolia.
|
·
|
Our Board believes that a business that is only dependent on the sale of iron ore to China is not prudent. Accordingly, an expansion to other opportunities, some cyclically distressed and some part of the new economy would de-risk our current holdings and drive stockholder value. We are therefore evaluating an expansion into other targeted areas including technology, logistics and specialty pharmaceuticals, with a focus on capitalizing on specific niches within these areas such as solar energy, medical marijuana and clean technology.
|
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 End Average Rate
|
Period End Rate
|
|||||||||||||||||||||||||||
Period
|
(P&L rate)
|
(Balance sheet rate)
|
||||||||||||||||||||||||||
Year ended Mar 31, 2014
|
INR
|
60.35
|
RMB
|
6.21
|
HKD
|
7.76 |
per USD
|
INR
|
60.00
|
RMB
|
6.216
|
HKD | 7.76 |
per USD
|
||||||||||||||
Year ended Mar 31, 2013
|
INR
|
54.357
|
RMB
|
6.28
|
HKD
|
7.77
|
per USD
|
INR
|
54.52
|
RMB
|
6.22
|
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 beneficiation 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
|
Year Ended
March 31, 2014
|
Year Ended
March 31, 2013
|
|||||||
Prepaid /preliminary expenses
|
$ | 376 | $ | 3,053 | ||||
Advance to suppliers & services
|
531,822 | 737,199 | ||||||
Security/statutory advances
|
5,339 | 65,369 | ||||||
Advances to employees
|
977,740 | 905,219 | ||||||
Prepaid /accrued interest
|
2,965 | 2,825 | ||||||
Deposit and other current assets
|
35,694 | 16,849 | ||||||
Total
|
$ | 1,553,936 | $ | 1,730,514 |
* Advances to Employees represent advances made to employees of Ironman by Ironman, prior to its acquisition by IGC.
|
Year Ended
March 31, 2014
|
Year Ended
March 31, 2013
|
|||||||
Sundry Debtors
|
$ | 0 | $ | 11,318 | ||||
Statutory/Other Advance
|
458,578 | 454,787 | ||||||
Total
|
$ | 458,578 | $ | 466,105 |
Year Ended
March 31, 2014
|
Year Ended
March 31, 2013
|
|||||||
Statutory payables
|
$ | 8,122 | $ | 18,139 | ||||
Employee related liabilities
|
37,389 | 49,751 | ||||||
Other liabilities /expenses payable
|
8,476 | 242,729 | ||||||
Total
|
$ | 53,987 | $ | 310,619 |
Year Ended
March 31, 2014
|
Year Ended
March 31, 2013
|
|||||||
Creditors
|
$ | 157,399 | $ | 51,864 | ||||
Special reserve
|
600,980 | 601,524 | ||||||
Total
|
$ | 758,379 | $ | 653,388 |
Year Ended
March 31, 2014
|
Year Ended
March 31, 2013
|
|||||||
Balance at the beginning of the period
|
$ | 592,274 | 4,803,828 | |||||
Adjustment form Ironman acquisition
|
$ | (3,849,877 | ) | |||||
Amortization / Impairment of goodwill
|
$ | (123,121 | ) | (301,141 | ) | |||
Effect of foreign exchange translation
|
$ | (1,062 | ) | (60,536 | ) | |||
Total
|
$ | 468,091 | 592,274 |
Category
|
Useful Life
(years)
|
Year Ended
March 31, 2014
|
Year Ended
March 31, 2013
|
|||||||||
Land
|
N/A | $ | 12,069 | $ | 12,069 | |||||||
Building (flat)
|
25 | 1,302,129 | 1,328,413 | |||||||||
Plant and machinery
|
20 | 9,214,667 | 9,396,659 | |||||||||
Computer equipment
|
3 | 216,917 | 217,659 | |||||||||
Office equipment
|
5 | 164,373 | 166,924 | |||||||||
Furniture and fixtures
|
5 | 118,892 | 121,943 | |||||||||
Vehicles
|
5 | 479,952 | 569,352 | |||||||||
Assets under construction
|
N/A | 4,274,501 | 4,288,469 | |||||||||
Total
|
$ | 15,783,500 | $ | 16,101,488 | ||||||||
Less: Accumulated depreciation
|
$ | (8,196,656 | ) | $ | (7,917,258 | ) | ||||||
Net Assets
|
$ | 7,586,844 | $ | 8,184,230 |
Granted in 2009
(expired May 13, 2014)
|
Granted in
June 2011 quarter
|
|||||||
Expected life of options
|
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
|
||||||||
2014
|
2013
|
|||||||
Projected Benefit Obligation (PBO) at the beginning of the year
|
(13,466
|
) |
(26,451
|
) | ||||
Service cost
|
(870
|
) |
(847
|
) | ||||
Interest cost
|
(1,199
|
) |
(2,079
|
) | ||||
Benefits paid
|
0
|
13,220
|
||||||
Actuarial (loss)/gain
|
269
|
2,691
|
||||||
PBO at the end of the year
|
(15,266
|
) |
(13,466
|
) | ||||
Funded status
|
(15,266
|
) |
(13,466
|
) |
Year ended March 31,
|
||||||||
2014
|
2013
|
|||||||
Service cost
|
$
|
870
|
$
|
847
|
||||
Interest cost
|
1,199
|
2,079
|
||||||
Actuarial (loss)/gain
|
269
|
2691
|
||||||
Net gratuity cost
|
$
|
2,338
|
$
|
5,616
|
Year ended March 31,
|
||||||||
2014
|
2013
|
|||||||
Discount rate
|
9.75
|
%
|
8.75
|
%
|
||||
Rate of increase in compensation levels
|
8.00
|
%
|
8.00
|
%
|
As of March 31,
|
||||||||
2014
|
2013
|
|||||||
Expected contribution during the year ending Year 1
|
$
|
833
|
$
|
550
|
||||
Expected benefit payments for the years ending March 31:
|
||||||||
Year 2
|
567
|
6,108
|
||||||
Year 3
|
1,750
|
532
|
||||||
Year 4
|
633
|
1,669
|
||||||
Year 5
|
5,000
|
605
|
||||||
Thereafter
|
6,517
|
12,197
|
March 31,
|
||||||||
2014
|
2013
|
|||||||
Current:
|
||||||||
Federal
|
$
|
-
|
$
|
-
|
||||
Foreign
|
(19,779
|
) |
157,382
|
|||||
State
|
-
|
-
|
||||||
Net Current
|
(19,779
|
) |
157,382
|
|||||
Deferred:
|
||||||||
Federal
|
-
|
-
|
||||||
Foreign
|
19,779
|
(522,498
|
) | |||||
State
|
-
|
-
|
||||||
Net Deferred
|
19,779
|
(522,498
|
) | |||||
Total tax provision
|
$
|
-
|
$
|
(365,116
|
) |
March 31,
|
||||||||
2014
|
2013
|
|||||||
Deferred tax expense (benefit)
|
$
|
19,779
|
$
|
(522,498
|
) | |||
Net operating loss carry forward
|
1,086,067
|
891,816
|
||||||
Foreign Tax Credits
|
-
|
-
|
||||||
Less: Valuation Allowance
|
1,086,067
|
891,816
|
||||||
Net deferred tax expense
|
$
|
19,779
|
$
|
(522,498
|
) |
March 31,
|
||||||||
2014
|
2013
|
|||||||
Computed expected income tax (benefit)
|
(1,035,263
|
)
|
(768,709
|
)
|
||||
State tax benefit net of federal tax
|
||||||||
Change in valuation allowance
|
936,146
|
768,709
|
||||||
Deferred expenses from foreign acquisition
|
||||||||
Impairment loss on goodwill
|
||||||||
Impairment loss on investments
|
||||||||
Capitalized interest costs
|
99,117
|
|||||||
Deferred Tax Assets from foreign subsidiaries
|
-
|
(365,116
|
)
|
|||||
Other
|
|
|||||||
Effective income tax rate
|
(0.
|
0)%
|
(15.2
|
)%
|
March 31,
|
||||||||
2014
|
2013
|
|||||||
Current deferred tax liabilities (assets):
|
||||||||
Deferred Acquisition Costs – Foreign taxes
|
$
|
0
|
$
|
221,700
|
||||
Valuation allowance
|
0
|
0
|
||||||
Net current deferred tax liabilities (assets)
|
0
|
221,700
|
||||||
Noncurrent deferred tax (assets) liabilities:
|
||||||||
Deferred Acquisition Costs- Foreign taxes
|
(321,676
|
)
|
(563,155
|
)
|
||||
Net Operating Losses
|
1,086,067
|
891,816
|
||||||
Valuation allowance
|
(1,086,067
|
)
|
(891,816
|
)
|
||||
Non-Current net deferred tax (assets) liabilities
|
$
|
(321,676
|
)
|
$
|
(563,155
|
)
|
Product & Service
|
Amount
|
% on total revenues
|
||||||
Iron ore Trading
|
2,203,366 | 96.90 | ||||||
Construction
|
69,789 | 3.10 | ||||||
TOTAL
|
2,273,155 | 100 |
Geographic Location
|
Amount
|
% on total revenues
|
||||||
CHINA
|
2,203,366 | 96.90 | ||||||
INDIA
|
69,789 | 3.10 | ||||||
TOTAL
|
2,273,155 | 100 |
Nature of Assets
|
USA (Country of Domicile)
|
Foreign Countries (India and China)
|
Total
|
|||||||||
Intangible Assets
|
468,091 | 468,091 | ||||||||||
Property , Plant and Equipment , Net
|
- | 7,586,844 | 7,586,844 | |||||||||
Investments in Affiliates
|
5,109,058 | - | 5,109,058 | |||||||||
Investments Others
|
- | 31,650 | 31,650 | |||||||||
Deferred Tax Assets
|
321,676 | 321,676 | ||||||||||
Other Non-Current Assets
|
458,578 | 458,578 | ||||||||||
Total Long Term Assets
|
5,109,058 | 8,866,839 | 13,975,897 |
Year Ended March 31, 2014 | Year Ended March 31, 2013 | |||||||
Investment in equity shares of an unlisted company
|
$ | 31,650 | $ | 55,026 | ||||
Investment in partnership
|
28,463 | |||||||
Total
|
$ | 31,650 | $ | 83,489 |
|
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 our 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 our company’s assets that could have a material effect on the financial statements.
|
Name
|
Positions
|
Age
|
Director Since
|
Term will Expire
|
||||
Ram Mukunda
|
President, Chief Executive Officer and Director (Class C director)
|
55
|
2005
|
2016
|
||||
Danny Ngai
|
Interim Treasurer and Principal Financial and Accounting
Officer
|
47
|
—
|
—
|
||||
Richard Prins
|
Chairman of the Board of Directors (Class B director)
|
56
|
2007
|
2015
|
||||
Sudhakar Shenoy
|
Director (Class A director)
|
66
|
2005
|
2014
|
·
|
base salary,
|
·
|
performance-based incentive cash compensation,
|
·
|
right to purchase our common stock at a preset price (via stock options), and
|
·
|
retirement and other benefits.
|
·
|
market data,
|
·
|
internal review of the executives’ compensation, both individually and relative to other officers, and
|
·
|
individual performance of the executive.
|
·
|
enhance the link between the creation of stockholder value and long-term executive incentive compensation,
|
·
|
provide an opportunity for increased equity ownership by executives, and
|
·
|
maintain competitive levels of total compensation.
|
Name and Principal Position
|
Year
|
Salary
|
Bonus
|
Option/ Stock Awards(1)
|
Total Compensation
|
|||||||||||||
Ram Mukunda
|
2014
|
$ | 300,000 | $ | - | $ | 83,868 | $ | 383,868 | |||||||||
Chief Executive Officer and President
|
2013
|
$ | 300,000 | $ | - | $ | 104,210 | $ | 404,210 | |||||||||
Danny Ngai
|
2014
|
$ | 90,000 | $ | - | $ | 31,296 | $ | 121,296 | |||||||||
Interim Principal Accounting Officer, General Manager, Director Ironman
|
2013
|
$ | 90,000 | $ | - | $ | 39,120 | $ | 129,120 |
(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.
|
Name
|
Shares (1)
|
Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable
|
Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable
|
Option
Exercise
Price
($)
|
Option
Expiration
Date
|
||||||||||||
Ram Mukunda
|
172,842 | 57,500 | - | $ | 5.60 |
6/27/16
|
|||||||||||
63,500 | $ | 10.0 |
5/13/14
|
||||||||||||||
Danny Ngai
|
43,100 | - |
(1)
|
The shares granted include those granted under the 2008 Omnibus Incentive Plan and those granted in connection with the acquisition of Ironman.
|
Plan category
|
(a)
Number of
securities to be
issued upon
exercise of
outstanding
options,
warrants and
rights(1)
|
(b)
Weighted-
average exercise
price of
outstanding
options,
warrants and
rights
|
(c)
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 | (3) | $ | 0.78 | 0 |
(1)
|
Consists of our 2008 Omnibus Incentive Plan. See Note 16, “Stock-Based Compensation” of the Notes to the Consolidated Financial Statements included in this report.
|
(2)
|
Includes grants during fiscal years ended March 31, 2010, 2012, 2013 and 2014. There were no grants during fiscal year ended March 31, 2009, 2011.
|
(3)
|
The number of options outstanding is 2,693,450 with an average exercise price of $0.78. Each option exercised at an average price of $0.78 entitles the holder to one tenth of a share of common stock. Therefore, 10 options each exercised at $0.78 for an aggregate price of $7.80 entitle the holder to one share of common stock. The total number of securities to be issued upon the exercise of all outstanding options is 269,345 shares.
|
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 | 1.8 | ||||||
Ranga Krishna (3)
|
447,606 | 3.9 | ||||||
Ram Mukunda (4)
|
443,313 | 3.9 | ||||||
Richard Prins (5)
|
62,500 | 0.5 | ||||||
Sudhakar Shenoy (6)
|
144,250 | 1.3 | ||||||
Danny Ngai (7)
|
43,100 | 0.4 | ||||||
All Executive Officers and Directors as a group (4 persons)
|
6.1 |
(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 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. See footnote 3.
|
(3)
|
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 $5.60 to purchase 32,545 shares of common stock, all of which are currently exercisable.
|
(4)
|
Includes 346,000 shares of common stock, 57,500, options and 39,810 warrants. Includes (i) 346,000 shares of common stock,, (ii) options exercisable at an average price of $5.60 per share to purchase 57,000 shares of common stock, all of which are currently exercisable, and (iii) warrants exercisable at $50.0 per share to purchase 39,810 shares of common stock, all which are currently exercisable.
|
(5)
|
Includes (i) 40,000 shares and (ii) options at an average price of $5.60 to purchase 22,500 shares of common stock, all of which are currently exercisable.
|
(6)
|
Includes (i) 126,750 shares and (ii) options at an average price of $5.60 to purchase 22,500 shares of common stock, all of which are currently exercisable.
|
(7)
|
Includes 43,100 shares of common stock.
|
(8)
|
Includes Directors and officers, (i) 693,163 shares of common stock directly, (ii) options exercisable at an average price of $5.6 per share to purchase 97,500 shares of common stock, all of which are currently exercisable, and (iii) warrants exercisable at $50.00 per share to purchase 39,813 shares of common stock, all which are currently exercisable.
|
March 31, 2014
|
March 31, 2013
|
|||||||
Audit Fees – AJSH & Co.
|
$ | 50,000 | $ | 80,000 | ||||
Audit-Related Fees
|
5,000 | 5,000 | ||||||
Tax Fees
|
||||||||
All other Fees
|
||||||||
Total
|
$ | 55,000 | $ | 85,000 |
|
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.
|
·
|
The Audit Committee reviewed and discussed the Company’s Audited Financial Statements with management;
|
·
|
The Audit Committee discussed with AJSH & Co. the Company’s independent auditors for fiscal year 2014, 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;
|
·
|
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
|
·
|
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, 2014, for filing with the U.S. Securities and Exchange Commission.
|
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
|
Amendment No. 1 to the 2012 Note and Share Purchase Agreement with Bricoleur Partners, L.P. dated March 31, 2013.
(incorporated by reference to Exhibit 10.47 to the Company’s Annual Report on Form 10-K dated July 16, 2013).
|
10.48
|
Amendment No. 2 to the 2012 Note and Share Purchase Agreement with Bricoleur Partners, L.P. dated March 31, 2014.
(incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated March 26, 2014).
|
10.49
|
|
14.1
|
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)).
|
21.1
|
|
23.1
|
|
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.
|
INDIA GLOBALIZATION CAPITAL, INC.
|
||
Date: July 15, 2014
|
By:
|
/s/ Ram Mukunda
|
Ram Mukunda
|
||
President and Chief Executive Officer (principal executive officer)
|
||
Date: July 15, 2014
|
By:
|
/s/ Danny Ngai
|
Danny Ngai
|
||
Interim Treasurer (principal financial and accounting officer)
|
||
Date: July 15, 2014
|
/s/ Ram Mukunda
|
|
Ram Mukunda
|
||
President, Chief Executive Officer and Director
(principal executive officer)
|
Date: July 15, 2014
|
/s/ Richard Prins
|
|
Richard Prins
|
||
Chairman of the Board of Directors
|
Date: July 15, 2014
|
/s/ Sudhakar Shenoy
|
|
Sudhakar Shenoy
|
||
Director
|
Date: July 15, 2014
|
/s/ Danny Ngai
|
|
Danny Ngai
|
||
Interim Treasurer (principal financial and accounting officer)
|
2.1.
|
Executive agrees that during the Employment Period, and while Executive is employed by Employer, he shall devote his full normal and customary working time, energies and talents exclusively to serving in the capacity of Chief Executive Officer of Employer and to performing such other duties consistent with his position, as may be properly assigned to him by the Board of Directors of Employer (the “
Board
”). He will carry out such duties faithfully, efficiently and in a professional manner.
|
2.2.
|
In addition to the limitations imposed upon Executive by the Restrictive Covenants contained in Section 4, Executive shall not during the Employment Period and while he is employed by the Employer, without prior written consent from the Board:
|
2.2.1.
|
serve as, be a consultant to or employee, officer, manager, agent, or director of, any corporation, partnership or other entity other than Employer (other than civic, charitable, or other public service organizations) if, as determined at the reasonable discretion of the Board, such service, employment, or position would have a material adverse effect upon the ability of Executive to perform his duties hereunder and Executive is so advised in writing and given a period of not less than ninety (90) days to cease; or
|
2.2.2.
|
have more than a ten percent (10%) ownership interest in any enterprise other than Employer if such ownership interest would have a material adverse effect upon the ability of Executive to perform his duties hereunder, and the Executive is so advised in writing and given a period of not less than ninety (90) days to divest the interest.
|
3.1.
|
Executive shall receive, for each consecutive twelve (12) month period beginning on the Effective Date and ending on each anniversary thereof, a rate of pay equal to Three Hundred Thousand Dollars ($300,000.00) per year (“
Base Pay
”). Such compensation shall be payable in substantially equal monthly or more frequent installments and subject to customary tax withholding.
|
3.2.
|
Executive shall be entitled to participate in all executive benefit plans maintained by Employer on substantially the same terms and conditions as other executives of Employer including, but not limited to, plans as mentioned in Attachment 1.
|
3.3.
|
Executive shall receive at least fifteen (20) days paid vacation per year, provided, however, that such vacation shall be scheduled and taken in accordance with Employer’s standard vacation policies applicable to Employer’s other executives. Executive shall also be entitled to all other holiday and leave pay generally available to Employer’s other executives. Any vacation days not used in a twelve (12) month period shall accrue and carry over to subsequent years.
|
3.4.
|
Executive shall receive at least fifteen (15) days paid sick leave per year. Any sick leave not used in a twelve (12) month period shall not accrue or carry over to subsequent years.
|
3.5.
|
Executive shall be reimbursed by Employer for all reasonable business, promotional, travel and entertainment expenses incurred or paid by Executive during the Employment Period in the performance of his services under this Employment Agreement.
|
4.1.
|
The agreements and covenants contained in this Section 4 are essential to protect the business interests of Employer and Employer will not enter into this Agreement but for such agreements and covenants. Accordingly, Executive covenants and agrees to the following:
|
4.1.1.
|
Confidential Information. Except as may be required by the lawful order of a court, regulatory body or similar agency of competent jurisdiction, and at the sole cost and expense of the Employer, if any, unless disclosed with the Employer’s permission, Executive agrees to keep secret and confidential, during the Employment Period and while he is employed by Employer, all confidential non-public information of Employer, and its respective affiliates that was acquired by, or disclosed to, Executive during the course of his employment by Employer or any of its affiliates, including information relating to customers (including, without limitation, credit history, repayment history, financial information and financial statements), costs, operations, financial data and plans, and employee information, whether past, current or planned, and not to disclose the same, either directly or indirectly, to any other person, firm or business entity, or to use it in any way; provided, however, that the provisions of this Section 4.1.1 shall not apply to information that: (A) was, is now, or becomes generally available to the public (but not as a result of a breach of any duty of confidentiality by which Executive is bound); (B) was disclosed to Executive by a third party not subject to any duty of confidentiality to Employer prior to its disclosure to Executive; (C) is disclosed by Executive in the ordinary course of Employer’s business as a proper part of his employment in connection with communications with customers, vendors and other proper parties, provided that it is for a proper business purpose solely for the benefit of Employer. During the Employment Period and while he is employed by Employer, Executive further agrees that he shall not make any statement or disclosure that is intended by Executive to be detrimental to Employer or any of its affiliates.
|
4.1.2.
|
Non-Competition.
|
4.1.2.1.
|
Executive agrees that for the period commencing on the Effective Date and ending on the date on which Executive’s employment with Employer is terminated for any reason or no reason (the “
Non-Competition Period
”), Executive shall not directly or indirectly, alone or as a partner, officer, director, manager, employee, consultant, agent, independent contractor, member or stockholder of any person or entity (“
Person
”), engage in any business activity in India or the United States that is directly or indirectly in competition with the Business (as defined herein) of Employer or which is known by Executive to be detrimental to the Business or business plans of Employer or its affiliates; provided, however, that the record or beneficial ownership by Executive or his immediate family members of five percent (5%) or less of the outstanding publicly traded capital stock of any company for investment purposes shall not be deemed to be in violation of this Section 4.1.2.1 so long as Executive is not an officer, director, manager, employee or consultant of such Person. The “Business” of Employer shall mean infrastructure building in India. Executive further agrees that during the Non-Competition Period, he shall not in any capacity, either separately or in association with others: (1) employ or solicit for employment or endeavor in any way to entice away from employment with Employer or its affiliates (a) any current employee of Employer or its affiliates or (b) any Person who was employed by Employer or its affiliates in any preceding 12-month period; (2) solicit, induce or influence any supplier, customer, agent, consultant or other Person that has a business relationship with Employer to discontinue, reduce or modify such relationship with Employer; nor (3) solicit or enter into negotiations with any of Employer’s identified potential acquisition candidates.
|
4.1.2.2.
|
Executive understands that the foregoing restrictions may limit his ability to engage in a business similar to Employer’s Business for the duration of the Non-Competition Period, but acknowledges that he will receive sufficiently high remuneration and other benefits to justify such restriction as an employee of Employer pursuant to this Agreement.
|
4.1.2.3.
|
Notwithstanding the generality of any other provision of this Agreement, during the Non-Competition Period, it shall not be a violation of Section 2.2 or this Section 4 for Executive to (i) be an owner, partner, officer, director, manager, employee, consultant, agent, independent contractor, member or stockholder of any person or entity that does not compete with the Business of Employer or (ii) make unlimited investments with other family members in any person or entity that does not compete with the Business of Employer.
|
4.1.3.
|
Remedies. If Executive breaches any of the provisions contained in Sections 4.1.1 or 4.1.2 (the “
Restrictive Covenants
”), Employer shall have the following rights and remedies, each of which shall be enforceable, and each of which is in addition to, and not in lieu of, any other rights and remedies available to Employer at law or in equity.
|
4.1.3.1.
|
Executive shall account for and pay over to Employer all compensation, profits, and other benefits which inure to Executive’s benefit which are derived or received by Executive or any person or business entity controlled by Executive, resulting from any action or transactions constituting a breach of any of the Restrictive Covenants.
|
4.1.3.2.
|
Notwithstanding the provisions of Section 4.1.3.1 above, Executive acknowledges and agrees that in the event of a violation or Executive’s threatened violation of any of the Restrictive Covenants, Employer shall have no adequate remedy at law and shall therefore be entitled to enforce each such provision by temporary or permanent injunction or mandatory relief obtained in any court of competent jurisdiction without the necessity of proving damages, posting any bond or other security, and without prejudice to any other rights and remedies that may be available at law or in equity.
|
4.1.4.
|
Severability. If any of the Restrictive Covenants, or any part thereof, are held to be invalid or unenforceable, the same shall not affect the remainder of the covenant or covenants, which shall be given full effect, without regard to the invalid or unenforceable portions. Without limiting the generality of the foregoing, if any of the Restrictive Covenants, or any part thereof, are held to be unenforceable because of the duration of such provision or the area covered thereby, the parties hereto agree that the court making such determination shall have the power to reduce the duration and/or area of such provision and, in its reduced form, such provision shall then be enforceable.
|
4.1.5.
|
Proprietary Rights. Executive acknowledges and agrees that all know-how, documents, reports, plans, proposals, marketing and sales plans, client lists, employee files, client files, and any materials made by Executive or by Employer during the period of Executive’s employment are the property of Employer and shall not be used by Executive in any way adverse to Employer’s interests while he is so employed by Employer.
|
5.1.
|
Termination Without Cause. In the event Employer terminates Executive’s employment during the Employment Period without Cause, or at the end of the term, does not renew the Employment Agreement on substantially the same terms, Employer shall pay Executive compensation, incentive compensation and benefits as specified in Section 3 through thirty six (36) months during which time Executive shall be entitled to:
|
5.1.1.
|
receive payment of his salary in accordance with the provisions of Section 3;
|
5.1.2.
|
continued participation in the benefit plans of Employer as specified in Section 3 at Employer’s expense.
|
5.2.
|
Voluntary Resignation. Executive may terminate his employment with Employer for any reason (or no reason at all) at any time by giving Employer ninety (90) days prior written notice of voluntary resignation; provided, however, that Employer may decide that Executive’s voluntary resignation be effective immediately upon notice of such resignation. Employer shall have no obligation to make payments to Executive in accordance with the provisions of Section 3 for periods after the date on which Executive’s employment terminates due to Executive’s voluntary resignation, including in the event Employer accelerates the effectiveness of the resignation in accordance with this Section 5.2. The non-competition clause as outlined in Section 4.1.2 shall apply for a period of 6 months following the effective date of the voluntary resignation.
|
5.3.
|
However, for purposes of this Section 5, if Executive resigns within one hundred and twenty (120) days following the occurrence of one of the following events, Executive shall be deemed to be Terminated without Cause in accordance with Section 5.1:
|
5.3.1.
|
Executive’s duties are materially reduced from those described in Section 2;
|
5.3.2.
|
the relocation of Executive’s office more than twenty five (25) miles from Bethesda, Maryland without Executive’s consent;
|
5.3.3.
|
a material breach of any of the provisions of this Agreement by the Employer.
|
5.3.4.
|
a change of control of IGC.
|
5.4.
|
Termination for Cause. Employer shall have no obligation to make payments to Executive in accordance with the provisions of Section 3 or otherwise for periods after Executive’s employment with Employer is terminated because of Executive’s termination for Cause. For purposes of this Section 5.4, Executive shall be considered terminated for “Cause” if he is discharged by Employer on account of the occurrence of one or more of the following events:
|
5.4.1.
|
Executive becomes habitually addicted to drugs or alcohol, as confirmed by the written opinion of a medical doctor;
|
5.4.2.
|
Executive intentionally discloses confidential information in violation of Section 4.1.1 or engages in any action in violation of Section 4.1.2.
|
5.4.3.
|
Employer is directed by regulatory or governmental authorities to terminate the employment of Executive or Executive intentionally engages in activities that cause actions to be taken by regulatory or governmental authorities that have a material adverse effect on Employer;
|
5.4.4.
|
Executive is convicted of a felony crime (other than a felony resulting from a minor traffic violation);
|
5.4.5.
|
Executive flagrantly disregards his duties under this Agreement after (A) written notice has been given to Executive by the Board that it views Executive to be flagrantly disregarding his duties under this Agreement and (B) Executive has been given a period of thirty (30) days after such notice to cease such misconduct. However, no notice or cure period shall be required hereunder if Executive’s disregard of his duties has materially and adversely affected Employer or is illegal;
|
5.4.6.
|
Executive commits an act of fraud against Employer, violates a duty of loyalty to Employer, or violates an obligation owed to Employer pursuant to Sections 2 or 4 hereof.
|
5.5.
|
In the event Employer attempts to terminate Executive’s employment pursuant to Section 5.3 and it is ultimately determined that the Employer lacked Cause, the provisions of Section 5.1 shall apply and, in addition to any other remedies that Executive may have, Executive shall be entitled to receive the payments called for by Section 5.1 with interest on any past due payments at the rate of ten percent (10%) per year from the date on which the applicable payment would have been made, plus Executive’s costs and expenses (including but not limited to reasonable attorneys’ fees) incurred in connection with such dispute and interest thereon at the rate of ten percent (10%) per year from the date incurred by the Executive.
|
5.6.
|
Employer shall have no obligation to make payments to Executive in accordance with the provisions of Section 3 for periods after the date of Executive’s death, except payments due and owing as of such date.
|
Subsidiaries
|
Immediate
holding company
|
Country of
Incorporation
|
Percentage of holding
as of March 31, 2014
|
Percentage of holding
as of March 31, 2013
|
||||||||
H&F Ironman Limited
(“HK Ironman”)
(1)
|
IGC
|
Hong Kong
|
100
|
100
|
||||||||
Linxi H&F Economic and Trade Co.
("PRC Ironman")
(3)
|
HK Ironman
|
Peoples’ Republic of China
|
95
|
95
|
||||||||
IGC – Mauritius
("IGC-M")
(1)
|
IGC
|
Mauritius
|
100
|
100
|
||||||||
Techni Bharathi Private Limited
(“TBL”)
(2)
|
IGC-M
|
India
|
100
|
100
|
||||||||
India Mining and Trading Private Limited
("IGC-IMT")
(2)
|
IGC-M
|
India
|
100
|
100
|
||||||||
IGC Materials Private Limited
("IGC-MPL")
|
IGC-M
|
India
|
100
|
100
|
||||||||
IGC Logistic Private Limited
("IGC-LPL")
(2)
|
IGC-M
|
India
|
100
|
100
|
||||||||
IGC HK Mining and Trading Limited
(“IGC-HK”)
(2)
|
IGC-M
|
Hong Kong
|
100
|
100
|
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 15, 2014
|
By:
|
/s/ Ram Mukunda
|
|
Ram Mukunda
|
|||
Chief Executive Officer and President (Principal Executive Officer)
|
|
|
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 15, 2014
|
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
|
||
2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
India Globalization Capital, Inc.
|
|||
Date: July 15, 2014
|
By:
|
/s/Ram Mukunda
|
|
Ram Mukunda
|
|||
Chief Executive Officer and
President (Principal Executive 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
|
||
2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
India Globalization Capital, Inc.
|
|||
Date: July 15, 2014
|
By:
|
/s/ Danny Ngai
|
|
Danny Ngai
|
|||
Interim Treasurer, Principal Financial and
Accounting Officer
|