8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 11, 2009

INDIA GLOBALIZATION CAPITAL, INC.

(Exact name of registrant as specified in its charter)

Maryland	001-32830	20-2760393
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

4336 Montgomery Ave., Bethesda, Maryland   20814

(Address of principal executive offices)          (Zip Code)

(301) 983-0998

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

        On November 11, 2009, India Globalization Capital, Inc. (the “Company”) received a warning letter from the staff of NYSE Amex LLC (“NYSE Amex”) concerning the Company’s issuance of certain shares of its common stock (the “Shares”) on September 18, 2009, prior to approval for listing on NYSE Amex. Section 301 of the NYSE Amex Company Guide provides that listed companies are not permitted to issue additional securities of a listed class until an application for listing has been submitted and approved. The listing application was submitted to NYSE Amex on November 12, 2009.

The staff indicated in its letter that although it would not apply at this time the continued listing evaluation and follow-up procedures specified in Section 1009 of the Company Guide, since we were not in compliance with NYSE Amex continued listing standards, the warning letter amounted to notice of failure to comply with a continued listing standard.

The Company is working with Amex to ensure that the Shares are properly listed with the Exchange.

On November 13, 2009, the Company issued a press release disclosing the receipt of the AMEX warning letter and notice of failure to satisfy a continued listing standard, a copy of which is attached hereto as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

99.1 Press Release dated November 13, 2009.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	India Globalization Capital, Inc.
Date: November 13, 2009	By:	/s/  Ram Mukunda
		Ram Mukunda
		Chief Executive Officer and President

Exhibit Index

99.1 Press Release dated November 13, 2009.

EX-99.1

Exhibit 99.1

India Globalization Capital Inc. (IGC) Receives Noncompliance Warning Letter from the Amex

BETHESDA, Md., November 13 / PRNewswire-FirstCall/ -- India Globalization Capital, Inc. (NYSE Amex: IGC), (NYSE Amex: IGC-WT), a U.S.-based company developing infrastructure in India through its majority-owned subsidiaries, Sricon Infrastructure Private Limited (Sricon) and Techni Bharathi Limited (TBL) reported that it received a warning letter from the staff of NYSE Amex LLC (“NYSE Amex”) indicating that the Company is not in compliance with certain NYSE Amex continued listing standards. In particular, Section 301 of the Amex Company Guide (the “Company Guide”), among other things, prohibits the issuance of additional shares of a listed class of securities until the issuer has applied for and received approval to list such shares on the Exchange. The Company’s common stock is listed on the Exchange under the trading symbol “IGC”.

On November 12, 2009, the Company filed an application with the Exchange for an additional listing of 1,599,000 shares of the Company’s common stock (the “Shares”). The Company is working with Amex to ensure that the Shares are properly listed with the Exchange. The Company will be included in a list of issuers, posted daily on www.nyse.com, that are not in compliance with NYSE Amex continued listing standards. In addition, “.BC” (below compliance) will be appended to the Company’s symbols “IGC,” “IGC-WT” and “IGC-U” on the Consolidated Tape Association’s Consolidated Tape System and Consolidated Quote System’s Low Speed and High Speed tapes until the Company has complied with all applicable listing standards. The indicator will not change the Company’s trading symbol, but will be disseminated whenever the Company’s symbol is transmitted with a quotation or trade. Both the website posting and indicator will remain in effect until the Company has regained compliance with applicable NYSE Amex listing standards.

About IGC

Based in Bethesda, Maryland, IGC operates through two infrastructure companies in India, Sricon Infrastructure Private Limited ("Sricon") and Techni Bharathi, Limited ("TBL").  IGC, through its subsidiaries, has three core businesses: (1) Highway and other heavy construction, (2) Mining & quarrying and (3) Civil construction and engineering of high-temperature plants. Most of IGC's operations are based in India. The Company has offices in Maryland, Mauritius, Nagpur, Cochin, Delhi and Bangalore. Copies of IGC's filings with the SEC containing information about IGC, its Indian operations and other relevant documents are available at no charge at the SEC's Internet site (http://www.sec.gov). For more information about IGC, please visit the Company's web site at www.indiaglobalcap.com.

Forward-Looking Statements

This press release may contain forward-looking statements within the meaning of the federal securities laws. These forward-looking statements inherently involve risks and uncertainties that are detailed in the Company’s prospectus and other filings with the Securities and Exchange Commission and, therefore, actual results could differ materially from those projected in the forward-looking statements. The Company assumes no obligation to update publicly or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Contact:

John Selvaraj

India Globalization Capital, Inc.

301-983-0998

info@indiaglobalcap.com

http://www.indiaglobalcap.com

Investor Relations:

RedChip Companies, Inc.

Dave Gentry

1-800-733-2447, Ext. 104

info@redchip.com

http://www.redchip.com

Source: India Globalization Capital Inc.