What changed in this filing

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Item 9A. Controls and Procedures

2020-07-13 compared with 2019-06-14 · 61 added, 95 removed, 349 unchanged (31% of the section changed)

2 unchanged sentences

(a) Evaluation of disclosure controls and procedures

Our management maintains disclosure controls and procedures as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act that are designed to provide reasonable assurance that information required to be disclosed in our reports filed or submitted under the Exchange Act is processed, recorded, summarized and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer (our principal executive officer and principal financial officer, respectively), as appropriate, to allow for timely decisions regarding required disclosure.

Our management, including the Chief Executive Officer and Chief Financial Officer, carried out an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report.

Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective to ensure that the information required to be disclosed in the reports filed or submitted by us under the Exchange Act was recorded, processed, summarized and reported within the requisite time periods and that such information was accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow for timely decisions regarding required disclosure.

(b) Management’s Annual Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f).

Because of its inherent limitations, internal control over financial reporting may not prevent or detect all misstatements.

Our internal control system was designed to provide reasonable assurance to our management and board of directors regarding the preparation and fair presentation of published financial statements.

Our management assessed the effectiveness of our internal control over financial reporting as of March 31, 2019.

Our assessment was based on the framework in the updated Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on our assessment we believe that as of March 31, 2019, our internal control over financial reporting is effective based on those criteria.

Manohar, Chowdhry & Associates, our independent registered public accounting firm, which audited our consolidated financial statements, has issued an attestation report on our internal control over financial reporting, which is included in its report under Item 8, Financial Statements and Supplementary Data.

Our management, including our Chief Executive Officer and Chief Financial Officer, evaluated our “internal control over financial reporting” as defined in Exchange Act Rule 13a-15(f) to determine whether any changes in our internal control over financial reporting occurred during the fiscal quarter ended March 31, 2019 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Based on that evaluation, there were no changes in our internal control over financial reporting during the fiscal quarter ended March 31, 2019 that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

Our Management maintains disclosure controls and procedures as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”) that are designed to provide reasonable assurance that information required to be disclosed in our reports filed or submitted under the Exchange Act is processed, recorded, summarized and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to Management, including our Chief Executive Officer and Principal Financial Officer (our principal executive officer and principal financial officer, respectively), as appropriate, to allow for timely decisions regarding required disclosure.

Our Management, including the Chief Executive Officer and Principal Financial Officer, carried out an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report.

Based on this evaluation, our Chief Executive Officer and Principal Financial Officer concluded that our disclosure controls and procedures were effective to ensure that the information required to be disclosed in the reports filed or submitted by us under the Exchange Act was recorded, processed, summarized and reported within the requisite time periods and that such information was accumulated and communicated to our Management, including our Chief Executive Officer and Principal Financial Officer, as appropriate to allow for timely decisions regarding required disclosure.

( b ) Changes in internal control over financial reporting

Our Management, including our Chief Executive Officer and Principal Financial Officer, evaluated our “internal control over financial reporting” as defined in Exchange Act Rule 13a-15(f) to determine whether any changes in our internal control over financial reporting occurred during Fiscal 2020, that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Based on that evaluation, there were no changes in our internal control over financial reporting during Fiscal 2020, that have materially affected or are reasonably likely to materially affect our internal control over financial reporting

Other Information

As previously disclosed in a Form 8-K filed on May 13, 2020 (the “Form 8-K”), the Company entered into a Share Purchase Agreement (the “Agreement”) on May 11, 2020 to acquire the remaining 80% of Evolve 1, Inc., a Washington corporation (“Evolve”) that the Company did not own.

While the Form 8-K was filed under both Item 1.01-- Entry into a Material Definitive Agreement and Item 2.01-- Completion of Acquisition or Disposition of Assets, as indicated in the Form 8-K, the closing of the Agreement is subject to certain closing conditions and accordingly the reference to Item 2.01-- Completion of Acquisition or Disposition of Assets was inadvertent.

While there can be no assurance, the Company believes the closing of the acquisition will occur in the second quarter of Fiscal 2021.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Executive officers and directors

Information about our e xecutive officers , and directors

The names, ages, and positions of our executive officers and directors as of March 31, 2020 were as follows:

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The principal occupations for the past five years (and, in some instances, for prior years) of each of our executive officers and directors are as follows:

Ram Mukunda has served as our CEO and President and in other capacities since April 29, 2005.

Mukunda is responsible for general management and over the past five years has been largely responsible for the Company’s strategy and positioning in the medical cannabinoids industry.

He has been the chief-inventor and architect of all patent filings by the Company including the creation of the Company’s lead product Hyalolex™.

Ram Mukunda has served as CEO and President since April 29, 2005.

He is responsible for general management and over the past six years has been largely responsible for the Company’s strategy and positioning in the medical cannabinoids industry.

He has been the chief-inventor and architect of all patent filings by the Company, and the thrust into R&D and medical trials, which support the Company’s desire to bring low cost medications that address diseases and ailments that affect mankind.

Prior to IGC, from January 1990 to May 2004, Mr.

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Mukunda has traveled extensively, and managed companies in Europe and Asia.

He has more than 20 years of experience managing public companies and has acquired and integrated more than 20 companies.

He has over 20 years of experience managing public companies and has acquired and integrated over 20 companies.

His in-depth business experience in the medical cannabinoids industry, his knowledge of U.S.

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Prins served in a consulting role to RBC until January 2009.

Prins currently serves on several boards, volunteers full time with a non-profit organization, Advancing Native Missions, and is a private investor.

Prins currently serves on one other board, volunteers full time with a non-profit organization, Advancing Native Missions, and is a private investor.

Since February 2003, he has been on the board of Amphastar Pharmaceuticals, Inc.

From March 2010 until 2016, he was on the board of Hilbert Technologies.

Prins holds a B.A.

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make him well qualified to serve as a director of our Company.

Claudia Grimaldi , Vice-president and PFO, is responsible for managing the accounting and finance staff in various countries and is responsible for ensuring timely and accurate statutory and regulatory compliance (SEC, FINRA, NYSE, IRS, XETRA 2, among others).

She has about six years of experience with SEC filings, regulatory compliance and disclosures, having held increasing responsibilities first as Manager of financial reporting and compliance from May 2011 to 2013 and then as then as General Manager financial reporting and compliance from 2013 to May 2018.

Claudia Grimaldi , Vice-president and PFO, is responsible for managing the accounting and finance teams in various countries and is responsible for ensuring timely and accurate statutory and regulatory compliance (SEC, FINRA, NYSE, IRS, XETRA 2, among others).

She has more than ten years of experience with SEC filings, regulatory compliance and disclosures, having held increasing responsibilities first as Manager of financial reporting and compliance from May 2011 to 2013 and then as then as General Manager financial reporting and compliance from 2013 to May 2018.

She also serves as a Director/Manager for some of our subsidiaries.

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She is a member of Delta Mu Delta International Honor Society.

In addition, she has attended the Darden School of Business Financial Management Executives program from the University of Virginia and SEC reporting and compliance seminars.

In addition, she has attended the Darden School of Business Financial Management Executives program at the University of Virginia, and SEC reporting and compliance seminars.

She is also fluent in both English and Spanish.

Rohit Goel has been our Principal Accounting Officer (PAO) since September 2017.

As the Principal Accounting Officer, he is responsible for all accounting matters relating to the Company.

As the PAO, he is responsible for all accounting matters relating to the Company.

His previous experience includes leading USGAAP audit teams and leading or assisting in the statutory audit of limited and private companies in various industries including telecom, stock brokerage, manufacturing, education, banking, and digital marketing.

He has worked on preparing process, workflow, implementation of SAP based accounting systems, worked on several accounting projects for clients based in US, Spain and UK, and assisted an audit team that conducted an asset audit for clients in Africa.

In 2012 and 2013 he passed the CA CPT and CA IPCC exams.

From September 2013 to March 2014 he worked as a Chartered Accountant (CA) trainee for Mahesh K Aggarwal & Co.

And from April 2014 to September 11, 2016 he worked as a Chartered Accountant trainee, with AJSH & Co.

In September 2016, he founded BnA Consultancy to provide accounting, taxation and statutory compliance services.

Goel graduated with a B.

Com (honors) in Accounting and Tax (Commerce) from Delhi University, India, in 2015.

He is currently pursuing a Master’s in Commerce (Accounting) at IGNOU, India, and his CPA in the U.S.

Goel is based in India along with the rest of the accounting team.

Executive officers are appointed by our Board of Directors.

Each executive officer holds his office until he resigns or is removed by the Board or his successor is elected and qualified.

Each executive officer holds his or her office until he or she resigns or is removed by the Board or his or her successor is elected and qualified.

All directors hold office until the annual meeting of the stockholders in the year set forth above in the table and until their successors have been duly elected or qualified.

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Board of Director nominations occur by either selection or recommendation of a majority of the independent directors.

Disclosure Committee

The CEO and the PFO supervise and oversee the Disclosure Committee.

The Disclosure Committee’s responsibilities are to design, implement and regularly evaluate the Company’s internal controls and procedures, to ensure that the company provides the stakeholders, including the Securities and Exchange Commission (SEC), security holders, and the investment community, disclosures that comply with regulations and other compliance obligations.

The Disclosure Committee will review all required material and relevant reports related to disclosure statements, including annual reports on Form 10-K, quarterly reports on Form 10-Q, press releases, and social media containing financial information and other related public documents.

The Disclosure Committee meets not less than once per quarter and reviews and reassess the adequacy of the Disclosure Committee’s Charter at least annually.

Audit Committee Financial Expert

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Board and committee meetings

During Fiscal 2019, there were nineteen Board meetings, thirteen meetings of the Audit Committee and five Compensation Committee meetings, all of which were attended, either in person or telephonically, by all our directors of the Board and all of the members of the committees, respectively.

During Fiscal 2020, there were thirteen Board meetings, seven meetings of the Audit Committee and four Compensation Committee meetings, all of which were attended, either in person or telephonically, by all our directors of the Board and all of the members of the committees, respectively.

Communications with the Board

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The Company has adopted a written code of ethics (the “Code of Ethics”) that applies to the Company’s Chief Executive Officer and senior financial officers, including the Company’s Principal Accounting Officer, Controller, and persons performing similar functions (collectively, the “Senior Financial Officers”), in accordance with applicable federal securities laws and the rules of the NYSE American, and to all employees.

Investors or any other person may view our Code of Ethics free of charge on the corporate governance subsection of the investor relations portion of our website at www.igcpharma.com.

Investors or any other person may view our Code of Ethics free of charge on the corporate governance subsection of the investor relations portion of our website at www.igcinc.us.

The Company has established separate audit and compensation committees that are described elsewhere in this report.

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Copies of the required filings must also be furnished to us.

Section 16(a) compliance was required during the fiscal year ended March 31,2019.

Based solely on a review of Forms 3, 4 and 5 and amendments thereto furnished to us pursuant to Rule 16a-3(e) under the Exchange Act, we believe that, during the fiscal year ended March 31,2019 the filing requirements under Section 16(a) of the Exchange Act were satisfied, with the exception of two open market sales of Common Stock by Richard Prins, a Director of the Company and one grant by the Company of stock to Mr.

Prins pursuant to the exemption provided by Rule 16b-3 of the Exchange Act.

In addition, no Form 5 was filed by Mr.

Prins by May 15, 2019 (45 days after the Company’s fiscal year-end) to report 25 separate gifts of Common Stock to a non-profit organization during the fiscal year ended March 31, 2019.

Prins filed a Form 4 to report each of the transactions referred to in this paragraph on June 12, 2019.

In addition, Sudhakar Shenoy, a Director of the Company did not file a Form 5 by May 15, 2019 to report two gifts of Common Stock during the fiscal year ended March 31,2019.

Shenoy filed a Form 4 to report these gifts on June 12, 2019.

Section 16(a) compliance was required during Fiscal 2020.

Based solely on a review of Forms 3, 4, and 5 and amendments thereto furnished to us pursuant to Rule 16a-3(e) under the Exchange Act, we believe that Fiscal 2020’s filing requirements under Section 16(a) of the Exchange Act have been satisfied.

EXECUTIVE COMPENSATION

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Stock Award (1)

Non-equity incentive plan compensation ( 4 )

Other compensation ( 4 )

Total Compensation

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The Stock Award amounts reported represent the fair value of stock awards to the named executive officer as computed using the closing price for the day the issuance was granted.

The Company owes the CEO about $10,952.

The Company owes the CEO approximately $6 thousand as of March 31, 2020.

The 2020 stock award vests over one year.

We pay an affiliate of our CEO $4,500 per month for office space and certain general and administrative services, provided in Maryland, and $6,100 per month for facilities and services provided in Washington State.

We pay an affiliate of our CEO $4,500 per month for office space and certain general and administrative services, provided in Maryland, and through December 2019, we paid $6,100 per month for facilities and services provided in Washington State.

These amounts are not intended as compensation to our CEO and therefore not included in the table.

The 2019 stock award vests over one year.

Grimaldi serves as Vice president and Principal Financial Officer.

The 2019 stock award vests over one year.

Includes medical/life insurance and 401K contributions.

The Company owes the PFO approximately $6 thousand as of March 31, 2020.

Includes life insurance.

Outstanding Equity Awards at Fiscal End

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not vested ($)

shares, units or

other rights that

have not vested ($)

Market or pay-out

shares, units or

other rights that

have not vested ($)

Claudia Grimaldi

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Mukunda is shown in the table entitled “Summary Compensation Table

or paid in cash

Non-equity incentive plan compensation

Nonqualified deferred compensation earnings

Sudhakar Shenoy

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No cash compensation was awarded to, earned by, or paid to the directors in Fiscal 2020 for service as directors.

In Fiscal 2019, our non-employee directors Richard Prins and Sudhakar Shenoy received 315,000 and 165,000 shares of our common stock from the Omnibus Incentive Plan, respectively at the grant date fair value of $0.37 per share and 200,000 shares each in Fiscal 2018 at the grant date fair value of $0.46 per share.

All compensation paid to our employee director is set forth in the tables summarizing executive officer compensation above.

The Option Awards column reflects the grant date fair value, in accordance with Accounting Standards Codification (ASC) Topic 718, Compensation — Stock Compensation (formerly Statement of Financial Accounting Standards (SFAS) No.

The stock awards column reflects the grant date fair value, in accordance with Accounting Standards Codification (ASC) Topic 718, Compensation — Stock Compensation (formerly Statement of Financial Accounting Standards (SFAS) No.

123R) for awards pursuant to the Company’s equity incentive program.

The grant date fair value for RSUs is measured based on the closing price of IGC’s common stock on the date of grant.

The grant date fair value for RSUs and restricted stock is measured based on the closing price of IGC’s common stock on the date of grant.

No options are issued and outstanding to our Directors.

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Ram Mukunda has served as President and Chief Executive Officer of our Company since its inception.

On May 22, 2008, we, IGC-M and Mr.

Mukunda entered into an Employment Agreement that expired on May 21, 2014.

On July 14, 2014 we, IGC-M and Mr.

On July 14, 2014, the Company, IGC-Mauritius (“IGC-M”), and Mr.

Mukunda entered into the 2014 Employment Agreement.

Pursuant to the 2014 Employment Agreement, which will be effective until July 2019, we pay Mr.

Pursuant to the 2014 Employment Agreement, which is effective until July 2020, we pay Mr.

Mukunda a base salary of $300,000 per year.

Mukunda’s employment agreement has been extended again for an additional year to July 2021.

The Employment Agreement provides that the Board of Directors of our Company may review and update the targets and amounts for the net revenue and salary and contract bonuses on an annual basis.

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Grimaldi is entitled to benefits, including insurance, participation in company-wide 401(k), reimbursement of business expenses, 20 days of annual paid vacation, sick leave, and a car (subject to partial reimbursement by Ms.

Grimaldi of rental payments for the car) and reimbursement of business expenses.

The term of both the 2014 and 2019 Employment Agreements is five years each, extended by one year after which employment will become at-will.

Grimaldi of rental payments for the car).

The term of both the 2014 and 2019 Employment Agreements is five years, after which the Agreements continue unless terminated.

The Employment Agreements are terminable by us for death, disability, and cause.

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All Executive Officers and Directors as a group (4 persons)

*Based on 39,511,407 shares of common stock outstanding as of June 10, 2019.

*Based on fully diluted 46,227,803 shares of common stock outstanding as of June 24, 2020.

Unless otherwise indicated, the address of each of the individuals listed in the table is c/o India Globalization Capital, Inc., 10224 Falls Road, Potomac, MD 20854.

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To receive approval, a related-party transaction must have a business purpose for us and be on terms that are fair and reasonable to us and as favorable to us as would be available from non-related entities in comparable transactions.

Director independence

The NYSE American, upon which our shares are listed, requires the majority of our Board to be “independent.” The NYSE American listing standards define an “independent director” generally as a person, other than an officer or an employee of the company, who does not have a relationship with the company that would interfere with the director’s exercise of independent judgment.

Consistent with these standards, the Board of Directors has determined that Richard Prins and Sudhakar Shenoy are independent directors.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

Manohar Chowdhry & Associates (MCA) is our Principal Independent Registered Public Accounting Firm engaged to examine our financial statements for Fiscal 2020.

During the Company’s two most recent fiscal years ended March 31, 2018 and 2019, and through May 29, 2019, the Company did not consult with MCA on (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that may be rendered on the Company’s financial statements, and MCA has not provided either a written report or oral advice to the Company that was an important factor considered by the Company in reaching a decision as to any accounting, auditing, or financial reporting issue;

During the Company’s two most recent fiscal years ended March 31, 2020 and 2019, and through June 24, 2020, the Company did not consult with MCA on (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that may be rendered on the Company’s financial statements, and MCA has not provided either a written report or oral advice to the Company that was an important factor considered by the Company in reaching a decision as to any accounting, auditing, or financial reporting issue;

or (ii) the subject of any disagreement, as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions, or a reportable event within the meaning set forth in Item 304(a)(1)(v) of Regulation S-K.

Audit related and other fees

The table below shows the fees that we paid or accrued for the audit and other services provided by Manohar Chowdhry & Associates and AJSH & Co LLP for Fiscal 2019 and Fiscal 2018, respectively.

Except for Fiscal 2019 fee as specified otherwise in the table, we paid the corresponding fees to Manohar Chowdhry & Associates and AJSH & Co LLP.

The table below shows the fees that we paid or accrued for the audit and other services provided by Manohar Chowdhry & Associates for Fiscal 2020 and Fiscal 2019.

Except for Fiscal 2020 fee as specified otherwise in the table, we paid the corresponding fees to Manohar Chowdhry & Associates.

This category includes the audit of our annual financial statements, review of financial statements included in our annual and quarterly reports and services that are normally provided by the independent registered public accounting firms in connection with engagements for those fiscal years.

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(in thousands)

Audit Fees - Manohar Chowdhry & Associates

Audit Fees – AJSH & Co LLP

Audit-Related Fees – AJSH & Co.

Audit Fees - Manohar Chowdhry & Associates (i)

Audit-Related Fees - Manohar Chowdhry & Associates

All other Fees

(i) Includes internal control audit fees in Fiscal 2019.

Policy on pre-approval of audit and permissible non-audit services of independent auditors

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(b) Exhibits required by Item 601 of Regulation S-K

Share Purchase Agreement, by and Among India Globalization Capital, Inc., Evolve I, Inc., Jay Bohannon, individually and as Sellers’ Representative, and The individual Sellers Listed on Exhibit A to the Company’s Current Report on Form 8-K filed on May 13, 2020.

Amended and Restated Articles of Incorporation of the Registrant, as amended on August 1, 2012.

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333-124942)).

Description of Common Stock (incorporated by reference to prospectus supplement filed on Oct 2, 2018 to Prospectus effective May 11, 2018)

Specimen Warrant Certificate for warrants issued in the December 2010 public offering (incorporated by reference to Exhibit 4.6 to the Company’s Registration Statement on Form S-1, as filed on October 27, 2010 (Reg.

333-163867)).

2018 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Definitive Proxy Statement on Form DEF 14A dated October 10, 2017).

Employment Agreement between India Globalization Capital, Inc., India Globalization Capital Mauritius and Ram Mukunda dated July 14, 2014 (incorporated by reference to Exhibit 10.49 to the Company’s Annual Report on Form 10-K dated July 15, 2014).

Employment Agreement between India Globalization Capital, Inc., India Globalization Capital Mauritius and Ram Mukunda dated July 14, 2014 *

Employment Agreement between India Globalization Capital, Inc.

and Claudia Grimaldi dated June 14, 2019.*

and Claudia Grimaldi dated June 14, 2019 (incorporated by reference to Exhibit 10.03 to the Company’s Annual Report on Form 10-K dated June 14, 2019).

The definitive license agreement with the University of South Florida making IGC the exclusive licensee of the U.S.

patent filing entitled “THC as a Potential Therapeutic Agent for Alzheimer’s Disease” (incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K dated June 12, 2017).

Form of Q2 2019 Stock Purchase Agreement.

(incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated September 12, 2018).

At-The-Market Offering Agreement dated September 22, 2018, by and among India Globalization Capital, Inc., The Benchmark Company, LLC and ViewTrade Securities, Inc.

(incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated September 22, 2018).

At-The-Market Offering Agreement dated October 1, 2018, by and among India Globalization Capital, Inc., The Benchmark Company, LLC and ViewTrade Securities, Inc.

(incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated October 1, 2018).

Preferability Letter from Manohar Chowdhry & Associates

Subsidiaries of India Globalization Capital, Inc.

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INDIA GLOBALIZATION CAPITAL, INC.

June 14, 2019

July 10, 2020

/s/ Ram Mukunda

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(Principal Executive Officer)

June 14, 2019

July 10, 2020

/s/ Claudia Grimaldi

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Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

June 14, 2019

July 10, 2020

/s/ Ram Mukunda

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(Principal Executive Officer)

June 14, 2019

July 10, 2020

/s/ Claudia Grimaldi

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(Principal Financial Officer)

June 14, 2019

July 10, 2020

/s/ Rohit Goel

(Principal Accounting Officer)

June 14, 2019

July 10, 2020

/s/ Richard Prins

1 unchanged sentence

Chairman of the Board of Directors

June 14, 2019

July 10, 2020

/s/ Sudhakar Shenoy

1 unchanged sentence

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures