What changed in this filing

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Item 9A. Controls and Procedures

2021-06-14 compared with 2020-07-13 · 58 added, 74 removed, 336 unchanged (28% of the section changed)

9 unchanged sentences

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

Information about our e xecutive officers , and directors

Information about our executive officers, and directors

The names, ages, and positions of our executive officers and directors as of March 31, 2021 were as follows:

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Chairman of the Board of Directors (Class B director)

Sudhakar Shenoy

Director (Class A director)

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Vice-President and Principal Financial Officer

Manager & Principal Accounting Officer

Principal Accounting Officer

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 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 is responsible for general management and over the past seven 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.

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

capital markets, capital structuring, international joint ventures, and broad science and engineering background make him well qualified to serve as a director of our Company.

capital markets, capital structuring, international joint ventures, and broad science and engineering background make him qualified to serve as a director of our Company.

Richard Prins has been our Chairman and Audit Committee Chairman since 2012 and has served as a Director since May 2007.

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His knowledge of the pharmaceutical industry and experience with U.S.

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

Sudhakar Shenoy has been our Compensation Committee Chairman since 2012 and has served as a Director since the inception of IGC in May 2005.

Shenoy is the Chairman and CEO of Reston, Virginia based Alyx Technologies, Inc., a business solutions and technology provider with operations in the U.S.

He was a member of the Non-Resident Indian Advisory Group that advised the former Prime Minister of India on strategies for attracting foreign direct investment.

He was selected for the U.S.

Presidential Trade and Development Mission to India in 1995.

Shenoy was inducted into the Alumni Hall of Fame at the University of Connecticut School of Business and the School of Engineering.

He was recognized as a Distinguished Alumnus of the Indian Institute of Technology (IIT) in Bombay, India in 1997.

Shenoy has been named one of the Most Influential People in Washington, D.C.

high tech industry as well as being awarded the 2004 Executive of the Year by the Northern Virginia Government Contractors Council.

He holds a B.

Tech (Hons.) in electrical engineering from the Indian Institute of Technology and an M.S.

in Electrical Engineering and an M.B.A.

from the University of Connecticut Schools of Engineering and Business Administration, respectively.

Shenoy’s extensive business contacts and his experience serving on the boards of public and private companies in the U.S.

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

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

John Lynch has been our Compensation Committee Chairman since 2021 and has served as a Director since 2021.

Lynch helped negotiate the licensing of the patent filed by the University of South Florida titled “Extreme Low Dose THC as a Therapeutic and Prophylactic Agent for Alzheimer’s Disease,” which is the basis for our Hyalolex Drops of Clarity™, available only in Puerto Rico, as well as the IGC-AD1 formulation, subject of a Phase 1 trial.

Lynch has been an independent consultant since 2003, and, for the past five years, he has served IGC as an Advisor.

Lynch has been instrumental in developing the intellectual property strategy for the Company.

Thanks to Mr.

Lynch’s strategy and support, the Company has filed eleven patents with the United States Patent & Trademark Office (USPTO) including formulations for Cannabidiol-based compositions and methods for treating pain, cachexia and eating disorders, seizures, CNS disorders, restoring energy, stuttering and Tourette syndrome (TS), and Alzheimer’s disease related symptoms.

Lynch was an adjunct professor of law at Georgetown University Law Center, as well as an adjunct professor in Intellectual Property (IP) Law at the University of San Francisco School of Law.

Lynch received a B.S., Chemistry, in 1960 from Fordham College and a J.D.

in 1963 from Georgetown University Law Center.

Lynch’s extensive experience make him qualified to serve as a director of our Company.

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).

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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.

Goel has a Bachelor’s in accounting from Delhi University (2015), an MBA in Finance, from the Institute of Management and Technology (2021).

He is pursuing a Master’s in accounting (2021) and awaiting his license as a U.S.

Executive officers are appointed by our Board of Directors.

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Our Board of Directors is divided into three classes (Class A, Class B and Class C) with only one class of directors being elected in each year and each class serving a three-year term.

The term of office of the Class A director, consisting of Sudhakar Shenoy, will expire at the 2020 annual meeting of stockholders.

The term of office of the Class A director, consisting of John Lynch, will expire at the 2023 annual meeting of stockholders.

The term of office of the Class B director, currently consisting of Richard Prins, will expire at the 2021 annual meeting of stockholders.

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Consistent with these standards, the Board of Directors has determined that Messrs.

Prins and Shenoy are independent directors.

Prins and Lynch are independent directors.

Board leadership structure

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Our Board of Directors has established an Audit Committee currently composed of two independent directors who report to the Board of Directors.

Prins and Shenoy, each of whom is an independent director under the NYSE American listing standards, serve as members of our Audit Committee.

Prins and Lynch, each of whom is an independent director under the NYSE American listing standards, serve as members of our Audit Committee.

Prins is the Chairman of our Audit Committee.

In addition, we have determined that Messrs.

Prins and Shenoy are “audit committee financial experts,” as that term is defined under Item 407 of Regulation S-K.

Prins and Lynch are “audit committee financial experts,” as that term is defined under Item 407 of Regulation S-K.

The Audit Committee is responsible for meeting with our independent accountants regarding, among other issues, audits and the adequacy of our accounting and control systems.

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Our Board of Directors has established a Compensation Committee composed of two independent directors, Messrs.

Shenoy and Prins.

Shenoy is the current Chairman of our Compensation Committee.

Lynch and Prins.

Prins is the current Chairman of our Compensation Committee.

The Compensation Committee’s purpose is to review and approve compensation paid to our officers and directors and to administer our 2018 Omnibus Incentive Plan.

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Compensation committee interlocks and insider participation

Our Compensation Committee is comprised of two independent members of the Board of Directors, Richard Prins and Sudhakar Shenoy.

Our Compensation Committee is comprised of two independent members of the Board of Directors, Richard Prins and John Lynch.

No executive officer of the Company served as a director or member of the compensation committee of any other entity.

The Compensation Committee was responsible for determining executive compensation and the award of stock, and stock options to employees, advisors, and directors during Fiscal 2021.

No consultants were used by the Compensation Committee during this fiscal.

No consultants were used by the Compensation Committee during this fiscal year.

Nominating and corporate governance committee

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

The Board has appointed Mr.

Richard Prins as the Chairperson of 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.

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The Board of Directors has determined that Messrs.

Prins and Shenoy satisfy the NYSE American’s definition of financial sophistication and qualify as “audit committee financial experts,” as defined under rules and regulations of the SEC.

Prins and Lynch satisfy the NYSE American’s definition of financial sophistication and qualify as “audit committee financial experts,” as defined under rules and regulations of the SEC.

Board and committee meetings

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.

During Fiscal 2021, there were nineteen Board meetings, eight meetings of the Audit Committee and three 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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Annual meeting attendance

We do not have a formal policy requiring directors to attend stockholder meetings, but we encourage members of the Board of Directors to attend the annual meeting of stockholders.

All directors, either in person or telephonically, attended the 2020 annual shareholders meeting.

We have a formal policy requiring the members of our Board of Directors to attend annual stockholder meetings in person or by telephone or video conference.

Corporate governance, code of conduct and ethics

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Compensation for executive officers of the Company

The following table sets forth information concerning all cash and non-cash compensation awarded to, earned by or paid to (i) All individuals serving as the smaller reporting company's principal executive officer or acting in a similar capacity during the last completed fiscal (PEO), regardless of compensation level;

(ii) The smaller reporting company's two most highly compensated executive officers other than the PEO who were serving as executive officers at the end of the last completed fiscal;

and (iii) Up to two additional individuals for whom disclosure would have been provided pursuant to paragraph (ii) but for the fact that the individual was not serving as an executive officer of the smaller reporting company at the end of the last completed fiscal.

(ii) The smaller reporting company's two most highly compensated executive officers other than the PEO who were serving as executive officers at the end of the last completed fiscal year and whose compensation exceeded $100,000 a year;

Summary Compensation Table

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Total Compensation

Ram Mukunda (2)

President and CEO

Claudia Grimaldi

Vice President, PFO

Vice President and PFO

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 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 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.

Grimaldi serves as Vice president and Principal Financial Officer.

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

There were no stock awards granted to the named executive officers in this table during Fiscal 2021.

Includes life insurance.

Outstanding Equity Awards at Fiscal End

Outstanding Equity Awards at Fiscal Year End

(in thousands)

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not vested ($)

Ram Mukunda (1)

Claudia Grimaldi (1)

The named executive officers in this table had no outstanding equity awards as of March 31, 2021.

Compensation of Directors

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Mukunda is shown in the table entitled “Summary Compensation Table

Sudhakar Shenoy

Richard Prins

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

No cash or stock compensation was awarded to, earned by, or paid to the named directors in Fiscal 2021 for services provided as directors.

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

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Mukunda entered into the 2014 Employment Agreement.

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

Pursuant to the 2014 Employment Agreement, which was extended again for an additional year to July 2021, 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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Under these rules, beneficial ownership includes those shares of common stock over which the stockholder has sole or shared voting or investment power.

It also includes shares of common stock that the stockholder has a right to acquire within 60 days through the exercise of any option, warrant or other right.

The percentage ownership of the outstanding common stock, which is based upon shares of common stock outstanding as of June 24, 2020, is based on the assumption, expressly required by the rules of the SEC, that only the person or entity whose ownership is being reported has exercised options or warrants to purchase shares of our common stock.

It also includes shares of common stock that the stockholder has a right to acquire within 60 days through the exercise of any option, or other right.

The percentage ownership of the outstanding common stock, which is based upon shares of common stock outstanding as of June 7, 2021, is based on the assumption, expressly required by the rules of the SEC, that only the person or entity whose ownership is being reported has exercised options to purchase shares of our common stock.

Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all shares of common stock beneficially owned by them.

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Richard Prins

Sudhakar Shenoy

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

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Mukunda has no voting or financial rights.

The beneficial ownership table includes approximately 2.7 million shares granted but not issued to individuals listed in the table as of May 31, 2021.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

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The table below shows the fees that we paid or accrued for the audit and other services provided by Manohar Chowdhry & Associates for Fiscal 2021 and Fiscal 2020.

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 (i)

Audit Fees - Manohar Chowdhry & Associates

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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Richard Prins

Sudhakar Shenoy

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

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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.

1 unchanged sentence

By-laws of the Registrant.

(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.

333-124942)).

(incorporated by reference to Exhibit 3.2 to the Company’s Post-Effective Amendment No.1 to Form S-3 filed on January 22, 2021).

Amendment to the Amended and Restated Articles of Incorporation of the Registrant as amended on August 2, 2014.

(incorporated by reference to Exhibit 3.3 to the Company’s Post-Effective Amendment No.1 to Form S-3 filed on January 22, 2021).

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 *

Employment Agreement between India Globalization Capital, Inc., India Globalization Capital Mauritius and Ram Mukunda dated July 14, 2014 (incorporated by reference to Exhibit 10.02 to the Company’s Annual Report on Form 10-K dated July 13, 2020).

Employment Agreement between India Globalization Capital, Inc.

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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).

Preferability Letter from Manohar Chowdhry & Associates

Sales Agreement dated January 13, 2021, by and between India Globalization Capital, Inc.

and The Benchmark Company, LLC (incorporated by reference to exhibit 10.01 to the Company's current report on Form 8-K filed on January 13, 2021).

Subsidiaries of India Globalization Capital, Inc.

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INDIA GLOBALIZATION CAPITAL, INC.

July 10, 2020

June 14, 2021

/s/ Ram Mukunda

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(Principal Executive Officer)

July 10, 2020

June 14, 2021

/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.

July 10, 2020

June 14, 2021

/s/ Ram Mukunda

1 unchanged sentence

(Principal Executive Officer)

July 10, 2020

June 14, 2021

/s/ Claudia Grimaldi

2 unchanged sentences

(Principal Financial Officer)

July 10, 2020

June 14, 2021

/s/ Rohit Goel

(Principal Accounting Officer)

July 10, 2020

June 14, 2021

/s/ Richard Prins

1 unchanged sentence

Chairman of the Board of Directors

July 10, 2020

/s/ Sudhakar Shenoy

Sudhakar Shenoy

June 14, 2021

/s/ John Lynch

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