What changed in this filing

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Item 9A. Controls and Procedures

2022-06-23 compared with 2021-06-14 · 127 added, 68 removed, 326 unchanged (37% of the section changed)

3 unchanged sentences

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.

Our Management, including the Chief Executive Officer and Principal Financial Officer, conducted 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

(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 Rules 13a-15(f) and 15d-15(f) under the Exchange Act.

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness, as of March 31, 2022, of our internal control over financial reporting based on the framework in 2013 Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on our evaluation under this framework, our management concluded that our internal control over financial reporting was effective as of March 31, 2022.

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 2022, that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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Other Information

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not Applicable.

DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

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Director (Class A director)

Director (Class C director)

Claudia Grimaldi

Vice-President and Principal Financial Officer

Principal Accounting Officer

Vice-President, Principal Financial Officer, Chief Compliance Officer, and Director (Class A director)

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:

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

Mukunda served as Founder and CEO of Startec Global Communications, that he took public in 1997 on NASDAQ.

Mukunda served as Founder and CEO of Startec Global Communications, which he took public in 1997 on NASDAQ.

Prior to Startec, he served as Strategic Planning Advisor at Intelsat, a communications satellite services provider and prior to that worked in the bond market for a boutique firm on Wall Street.

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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.

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

Prins has extensive experience in private equity investing and investment banking.

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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.

John Lynch has served as an Independent Director since January 2021.

He is also a member of the Audit and Compensation Committees.

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.

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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).

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.

James Moran (Congressman Moran) has served on the Board as an Independent Director since January 2022.

He served on Virginia’s 8th Congressional District for 24 years, where he was known as a “Problem Solver.” Throughout his tenure, he demonstrated bipartisan leadership and worked across the aisle to find common ground to resolve complex issues.

He served on the Appropriation, Banking and Finance and Budget committees.

He played a leadership role in the areas of defense, health, and the environment.

During his 24 years in Congress, Congressman Moran was recognized as a champion of innovative research and development in areas including healthcare and national security, environmental protection and sustainability, and international trade and fiscal responsibility.

He rose to senior leadership on the Appropriations Committee enabling him to bring billions of dollars into his Northern Virginia communities of Alexandria, Arlington, and Fairfax County.

Having retired after 35 years in elected office, Congressman Moran is now with a major law firm and represents international and domestic clients in the defense, technology, entertainment, and international diplomacy sectors.

He also serves in leadership roles for several non-profit foundations and is also a member of the Government Blockchain Association.

Congressman Moran received a Master’s Degree in Public Administration from the University of Pittsburgh Graduate School of Public and International Affairs and a Bachelors in Economics from the College of the Holy Cross.

Congressman Moran introduced the AUTISM Educators Act in 2012, which funded partnerships between public schools and higher education and non-profit organizations to promote teaching skills for educators working with high functioning autism students.

He understands that treatment and education for conditions such as Autism and Alzheimer’s disease have the potential to positively impact millions of lives.

With his extensive experience in Congress and as a policy advisor on topics including health, technology, and education, we are confident Congressman Moran will be a great asset to IGC especially at a time when we pursue Phase 2/3 human trials on IGC- AD1 on individuals that have Alzheimer’s disease.

Congressman Moran’s extensive experience makes him qualified to serve as a director of our Company.

Claudia Grimaldi , Vice-president, PFO and Chief Compliance Officer, 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 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.

She has also completed Executive Education courses on SEC compliance, finance from UVA, and corporate governance from the Columbia Business School.

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.

Currently she is pursuing her Directorship Certification with the National Association of Corporate Directors (“NACD”).

She is also fluent in both English and Spanish.

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

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.

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.

On March 23, 2022, the Board of Directors of the Company appointed Ms.

Claudia Grimaldi to serve on the Board as a non-independent director Class A until the Company’s 2023 annual meeting of stockholders upon the election and qualification of successor directors, her earlier death, resignation, or removal.

Grimaldi’s extensive experience makes her qualified to serve as a director of our Company.

Executive officers are appointed by our Board of Directors.

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Board of directors and independence

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 John Lynch, will expire at the 2023 annual meeting of stockholders.

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

The term of office of the Class A director, consisting of John Lynch and Claudia Grimaldi, 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 2024 annual meeting of stockholders.

The term of office of the Class C director, currently consisting of Ram Mukunda, will expire at the 2022 annual meeting of stockholders.

The term of office of the Class C director, currently consisting of Ram Mukunda and James Moran, will expire at the 2022 annual meeting of stockholders.

These individuals have played a key role in identifying and evaluating prospective acquisition candidates, selecting the target businesses, and structuring, negotiating and consummating acquisitions.

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

Prins and Lynch are independent directors.

Prins, Moran, and Lynch are independent directors.

Board leadership structure

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The NYSE American’s listing standards define “financially literate” as being able to read and understand fundamental financial statements, including a company’s balance sheet, income statement and cash flow statement.

In addition, we must certify to the NYSE American that the Audit Committee has, and will continue to have, at least one member who has past employment experience in finance or accounting or auditing, requisite professional certification in accounting, or other comparable experience or background that results in the individual’s financial sophistication, along with understanding of internal control over financial reporting.

In addition, we must certify to the NYSE American that the Audit Committee has, and will continue to have, at least one member who has past employment experience in finance, accounting, or auditing, requisite professional certification in accounting, or other comparable experience or background that results in the individual’s financial sophistication, along with understanding of internal control over financial reporting.

The Board of Directors has determined that Messrs.

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Board and committee meetings

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.

During Fiscal 2022, there were 19 Board meetings, 8 meetings of the Audit Committee and 2 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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Accordingly, Board of Director nominations occur by either selection or recommendation of a majority of the independent directors.

All our data, except accounting data, is stored in the cloud on multiple servers that helps us mitigate the overall risk of losing data.

All our data, except accounting data, is stored in the cloud on multiple servers which helps us mitigate the overall risk of losing data.

As part of corporate governance, we also have a cybersecurity policy that employees are required to comply with to safeguard their systems from cyber-attacks.

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Section 16(a) compliance was required during Fiscal 2022.

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 2021’s filing requirements under Section 16(a) of the Exchange Act have been satisfied.

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 2022’s filing requirements under Section 16(a) of the Exchange Act have been satisfied, except for (1) a Form 4 reporting one transaction by Rohit Goel filed with the SEC on May 17, 2021, (2) a Form 4 reporting three transactions by Claudia Grimaldi filed with the SEC on December 23, 2021, (3) a Form 4 reporting five transactions by Ram Mukunda filed with the SEC on December 23, 2021 (4) a Form 4 reporting 4 transactions by Richard K.

Prins filed with the SEC on December 27, 2021 and (5) a Form 4 reporting two transactions by James P.

Moran filed with the SEC on January 28, 2022.

EXECUTIVE COMPENSATION

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Name and Principal Position

Stock Award (1)

Stock Awards (1)

Other compensation (2)

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Claudia Grimaldi

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.

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

Vice President, CCO, and PFO

The Stock Awards represent the fair value of stock awards to the named executive officer as computed using the closing price at the day of grant.

The Stock Awards include vested and unvested grants of stock awards as reflected in the table titled “Stock Awards at Fiscal Year End.” They also include two categories of Stock Awards that are set out in the tables titled “Performance Based Stock Awards” and “Market Price Based Stock Awards,” neither of these categories of Stock Awards vested as of March 31, 2022.

Includes life insurance.

Outstanding Equity Awards at Fiscal Year End

Compensation to Directors

(in thousands)

shares or units

of stock that

have not vested (#)

Market value of

shares of units of

stock that have

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

The following table shows, for fiscal 2022, the compensation awarded to, earned by, or paid to non-employee directors who served on the Board during the fiscal year.

Richard Prins

The Stock Awards represent the fair value of stock awards to the named director as computed using the closing price at the day of grant.

Stock Awards at Fiscal Year End

(in thousands)

The following table shows information regarding the compensation earned or paid during Fiscal 2021 to non-employee directors who served on the Board during the year.

The compensation paid to Mr.

Mukunda is shown in the table entitled “Summary Compensation Table

unvested Stock Awards (#)

Value of unvested

Stock Awards ($)

Value of vested

Stock Awards in Fiscal Year ($)

Total Value of

Stock Awards ($)

Claudia Grimaldi

Richard Prins

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.

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.

The Stock Awards reflect 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 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.

Assumptions used in the calculation of these amounts for Fiscal 2021 are included in Note 14, “Stock-Based Compensation” to the Company’s audited financial statements for Fiscal 2021, included in this report.

The Company cautions that the amounts reported in the Director Compensation Table for these awards may not represent the amounts that the directors will actually realize from the awards.

Whether, and to what extent, a director realizes value will depend on the Company’s actual operating performance and stock price fluctuations.

During fiscal 2022, 150,000 options are issued and outstanding to our directors.

Included in the tables above are two categories of Stock Awards:

(i) performance-based stock awards that are based on achieving milestones in the area of drug development;

and (ii) market price-based awards, based on advancing the IGC stock price.

Both categories are set out in the two tables titled “Performance Based Stock Awards” and “Market Price Based Stock Awards.”

Performance Based Stock Awards

Performance based Stock Awards

These vest when milestones are met

Total Stock Awards

Successful filing of IGC-AD1 protocol for Phase 2

Including the removal of any initial clinical holds

Commencement of IGC-AD1 Phase 2 trial

Including selection of sites

Completion of IGC-AD1 Phase 2 trial

Completion of trial and closing of data

Filing of Clinical Research Report (CSR) on Phase 2

Analysis of data and filing of CSR with the FDA

Successful filing of IGC-AD1 protocol for Phase 3

Including the removal of any initial clinical holds

Total performance-based Stock Awards

The total vests at the commencement of Phase 3, or commercialization of IGC-AD1 based on alternate FDA pathways, or the sale of IGC-AD1.

All Stock Awards vest in the event of a change of control

Market Based Stock Awards

Market based Stock Awards

These vest when a target is met

Total Stock Awards

IGC stock price at $2.5 or more

Average closing price over five consecutive trading days

IGC stock price of $3.5 or more

Average closing price over five consecutive trading days

IGC stock price of $5 or more

Average closing price over five consecutive trading days

Total Market based Stock Awards for the advancement of IGC stock price

All Stock Awards vest in the event of a change of control

The Company believes that as of March 31, 2022, 1.25 million Stock Awards are not probable.

Neither category of Stock Awards described above vested as of March 31, 2022.

The assumptions used in calculating fair value and amortization schedule based on the probability of achieving milestones and targets are included in Note 14, “Stock-Based Compensation” to the Company’s audited financial statements for Fiscal 2022, included in this report.

The Company cautions that the amounts reported in the Director Compensation Table for these awards may not represent the amounts that the directors will realize from the awards.

Whether, and to what extent, an individual realizes value will depend on the Company’s actual operating performance and stock price fluctuations.

Employment contracts

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

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 was extended again for an additional year to July 2021, we pay Mr.

On November 18, 2021, the Company, and Mr.

Mukunda entered into the 2021 CEO Employment Agreement that expires on November 17, 2026.

Pursuant to the 2021 CEO Employment Agreement we pay Mr.

Mukunda a base salary of $360,000 per year.

2 unchanged sentences

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

Claudia Grimaldi has served as Vice President and Principal Financial Officer of the Company since May 9, 2018.

In the event of a termination without cause, including a change of control, we would be required to pay Mr.

Mukunda 1.5 times the average of the total compensation as disclosed in the previous two 10-K filings prior to termination.

In addition, all unvested shares would be subject to immediate vesting.

Claudia Grimaldi has served as Vice President, Principal Financial Officer, Chief Compliance Officer, and Director of our subsidiaries since May 9, 2018.

On June 14, 2019, the Company and Ms.

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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.

In the event of a termination without cause, including a change of control, we would be required to pay Mr.

Mukunda his full compensation for three years and Ms.

Grimaldi, 1.5 years (18 months) of her base salary.

In the event of a termination without cause, including a change of control, we would be required to pay Ms.

Grimaldi 1.5 times her compensation.

In addition, unvested shares that would otherwise vest in a 12-month period would be subject to immediate vesting.

For non-employee directors, the Company has a standard compensation arrangement such as fees for committee service, service as chairman of the board, or a committee, and meeting attendance.

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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.

The beneficial ownership table includes approximately 5.3 million shares granted but not vested/issued to individuals listed in the table as of June 6, 2022.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

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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 10.02 to the Company’s Annual Report on Form 10-K dated July 13, 2020).

Employment Agreement, effective as of November 18, 2021, by and between India Globalization Capital Inc.

Ram Mukunda (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on November 19, 2021).

Restricted Stock Unit Agreement with CEO Mr.

Ram Mukunda (incorporated by reference to Exhibit 10.1 to the Company’s Registration Statement on Form S-8 filed on December 23, 2021).

Employment Agreement between India Globalization Capital, Inc.

4 unchanged sentences

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).

License Agreement entered into on May 10, 2022 by and between Jawaharlal Nehru Centre For Advanced Scientific Research, Bengaluru and Hamsa Biopharma India Private Limited, Delhi (incorporated by reference to exhibit 10.01 to the Company's current report on Form 8-K filed on May 12, 2022).

Subsidiaries of India Globalization Capital, Inc.

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Certificate pursuant to 18 USC.

XBRL Instance Document.

XBRL Taxonomy Extension Schema Document.

XBRL Taxonomy Extension Calculation Linkbase Document.

XBRL Taxonomy Extension Definition Linkbase Document.

XBRL Taxonomy Extension Label Linkbase Document.

XBRL Taxonomy Extension Presentation Linkbase Document.

Inline XBRL Instance Document.

Inline XBRL Taxonomy Extension Schema Document.

Inline XBRL Taxonomy Extension Calculation Linkbase Document.

Inline XBRL Taxonomy Extension Definition Linkbase Document.

Inline XBRL Taxonomy Extension Label Linkbase Document.

Inline XBRL Taxonomy Extension Presentation Linkbase Document.

Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101).

* Filed herewith.

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Claudia Grimaldi

Vice-president

Vice-president & Chief Compliance Officer

(Principal Financial Officer)

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Claudia Grimaldi

Vice-president

Vice-president & Chief Compliance Officer

(Principal Financial Officer)

9 unchanged sentences

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