Maryland
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001-32830
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20-2760393
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(State
or other jurisdiction of
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(Commission
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(I.R.S.
Employer
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incorporation)
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File
Number)
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Identification
No.)
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
FR 240.13e-4(c))
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·
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the
“Acquisition Proposal” of India Globalization Capital, Inc. (“IGC”) acting
directly or indirectly through one or more newly formed affiliates,
consisting of the following proposed acquisitions: a) acquisition of a 63%
equity interest in Sricon), b) the acquisition of convertible preference
shares, and a direct equity interest in TBL and c) the acquisition from
Odeon Limited of convertible preference shares of TBL, which when
converted along with the convertible preference shares purchased directly
from TBL would result in IGC owning a 77% equity interest in TBL was
approved;
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·
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Sudhakar
Shenoy and Suhail Nathani were elected to IGC’s board of directors to hold
office as Class A directors for a period to expire at the fourth annual
meeting of stockholders; and
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·
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the
adoption of the IGC 2008 Omnibus Incentive Plan was
approved.
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2.01
|
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.*
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2.02
|
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.*
|
2.03
|
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.*
|
2.04
|
Shareholders
Agreement dated September 15, 2007 by and among India Globalization
Capital, Inc., Sricon Infrastructure Private Limited and the persons named
as Promoters therein.*
|
2.05
|
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.*
|
2.06
|
Annex
F: 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.*
|
2.07
|
Shareholders
Agreement dated September 16, 2007 by and among India Globalization
Capital, Inc., Techni Barathi Limited and the persons named as Promoters
therein.*
|
2.08
|
Share
Purchase Agreement dated September 21, 2007 by and between India
Globalization Capital, Inc. and Odeon
Limited.*
|
2.09
|
Letter
Agreement dated January 8, 2008 by and among India Globalization Capital,
Inc., Odeon Limited, and Techni Bharathi Limited amending the Share
Purchase Agreement dated September 21, 2007 by and among India
Globalization Capital, Inc. and Odeon Limited.*
|
99.1 | Press Release of India Globalization Capital, Inc., dated March 10, 2008. |
INDIA
GLOBALIZATION CAPITAL, INC.
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|||
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Date:
March 10, 2008
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By:
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/s/ Ram
Mukunda
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Ram
Mukunda
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|||
President
and Chief Executive Officer
|
2.01
|
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.*
|
2.02
|
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.*
|
2.03
|
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.*
|
2.04
|
Shareholders
Agreement dated September 15, 2007 by and among India Globalization
Capital, Inc., Sricon Infrastructure Private Limited and the persons named
as Promoters therein.*
|
2.05
|
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.*
|
2.06
|
Annex
F: 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.*
|
2.07
|
Shareholders
Agreement dated September 16, 2007 by and among India Globalization
Capital, Inc., Techni Barathi Limited and the persons named as Promoters
therein.*
|
2.08
|
Share
Purchase Agreement dated September 21, 2007 by and between India
Globalization Capital, Inc. and Odeon
Limited.*
|
2.09
|
Letter
Agreement dated January 8, 2008 by and among India Globalization Capital,
Inc., Odeon Limited, and Techni Bharathi Limited amending the Share
Purchase Agreement dated September 21, 2007 by and among India
Globalization Capital, Inc. and Odeon Limited.*
|
99.1 | Press Release of India Globalization Capital, Inc., dated March 10, 2008. |