INDIA GLOBALIZATION CAPITAL, INC. : Change of Directors or Principal Officers, Regulation FD Disclosure, Financial Statements and Exhibits (Form 8-K)

Article 5.02 Departure of directors or certain officers; Election of directors;

            Appointment of Certain Officers

At January 18, 2022, the Board of Directors (the “Board”) of India Globalization Capital Inc. (the “Corporation” or “IGC”) named former member of Congress Jim Moran (“Congressman Moran”) to serve on the board of directors as a Class C administrator.

Congressman Moran will serve as a Class C independent director until the company’s 2022 annual meeting of shareholders or upon election and qualification of successor directors, death, resignation or removal. At the 2022 shareholders’ meeting, the company plans to nominate him for election and, if elected, he will serve for three years until the 2025 annual meeting.

According to the director independence registration standards of the New York Stock Exchange and the company’s corporate governance guidelines, the board has determined that Congressman Moran is independent. There is no arrangement or agreement under which Congressman Moran has been appointed to the Board, and there are no related party transactions between the Company and Congressman Moran this would require disclosure under Regulation SK 404(a).

Congressman Moran compensation will be in line with the Company’s standard compensation for non-employee directors. As a new non-employee director, Congressman Moran received 150,000 Restricted Share Units (“RSU”) of common stock of the Company. Of these, 50,000 RSU vest immediately while the remaining 100,000 RSU vest in equal annual installments over two years. In addition, the Company has entered into a board of directors agreement with Congressman Moran in connection with his appointment to the Board, the form for which is attached.

Section 7.01 Disclosure of FD Rules.

At January 18, 2022, the Company issued a press release announcing Congressman Moran appointment to the board of directors, as described in item 5.02 of this current report on Form 8-K. A copy of this press release is provided as Exhibit 99.1 and is incorporated by reference herein.

The information contained in this Section 7.01 of this Current Report on Form 8-K, including the attached Exhibit 99.1, is not deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as as amended (the “Exchange Act”), or otherwise subject to the responsibilities of this section, and shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in this filing.

Item 9.01 Financial statements and supporting documents.

(d)      Exhibits.



Exhibit No. Description
              IGC Board
10.1        of Directors
            Agreement
            Form*
              Press
            release
            issued by
99.1        India
            Globalization
            Capital, Inc.
            on January
            18, 2022.*
            Cover Page
            Interactive
104         Data File
            (formatted as
            Inline XBRL)




* Filed herewith.

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