What changed in this filing

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Item 9A. Controls and Procedures

2023-07-07 compared with 2022-06-23 · 65 added, 69 removed, 384 unchanged (26% of the section changed)

Controls and Procedures

There were no changes in and disagreements with accountants on accounting and financial disclosure s.

(a) Evaluation of disclosure controls and procedures

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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.

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 specified in SEC rules and forms 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) Management ’ s annual report on internal control over financial reporting

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Term will Expire

President, Chief Executive Officer, and Director (Class C director)

President, Chief Executive Officer, and Director

Richard Prins

Chairman of the Board of Directors (Class B director)

Director (Class A director)

Director (Class C director)

Chairman of the Board of Directors

Claudia Grimaldi

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

Vice President, Principal Financial Officer, Chief Compliance Officer, and 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:

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

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.

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

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

He has been the chief inventor and architect of most of the Company’s patent filings, 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 humankind.

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

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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 an Independent Director since May 2007.

Richard Prins has been our Chairman, Audit Committee and Compensation 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.

From March 1996 to 2008, he was the Director of Investment Banking at Ferris, Baker Watts, Incorporated (FBW).

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

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

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

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

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.

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.

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

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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.

On December 27, 2022, the Board of Directors appointed Mr.

James Moran as a member of both the Company’s Audit and Compensation Committee, effective immediately.

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

In addition, she is responsible for building and managing an international team of doctors, scientists, and advisors that conduct and manage pre-clinical and FDA registered trials focused on Alzheimer’s disease.

She is also responsible for relationships with partners that provide, among others, animal studies, cannabinoids, and software for AI.

She has more than thirteen (13) 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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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.

Grimaldi brings a wealth of experience and qualifications that make her an excellent fit for the board.

Grimaldi’s experience with SEC filing procedures is invaluable in ensuring regulatory compliance and transparency within our public company.

Additionally, her in-depth understanding of Colombia, South America-where our company has invested in human capital provides valuable insights into the market dynamics, cultural nuances, and business opportunities within the region.

Her SEC filing experience, understanding of Colombia, qualifications in business administration, and general business acumen makes her qualified to serve as a director of our Company.

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 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 A director, consisting of 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.

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

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.

The NYSE American, upon which our shares are listed, requires the majority of our Board, or in the case of a smaller reporting Company at least 50% 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 Messrs.

Prins, Moran, and Lynch are independent directors.

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

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

Prins and Moran 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.

Lynch, and Prins.

Moran, 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.

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

As per the compensation committee charter, candidate experience, knowledge, and performance are used to evaluate the candidate.

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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 John Lynch.

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

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

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Since the Company is a small reporting company with limited officers and directors, the committee currently does not have a nomination committee charter.

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

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

Disclosure Committee

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The Board of Directors has determined that Messrs.

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.

Prins and Moran 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 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.

During Fiscal 2023, there were five (5) Board meetings, five (5) meetings of the Audit Committee and two (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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Section 16(a) compliance was required during Fiscal 2023.

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.

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 2023’s filing requirements under Section 16(a) of the Exchange Act have been satisfied, except for (1) a Form 4 reporting four transactions by Ram Mukunda filed with the SEC on June 28, 2022, (2) a Form 4 reporting three transactions by Claudia Grimaldi filed with the SEC June 28, 2022, (3) a Form 4 reporting three transactions by John Lynch filed with the SEC on June 28, 2022 and (4) a Form 4 reporting three transactions by Richard K.

Prins filed with the SEC on June 28, 2022.

EXECUTIVE COMPENSATION

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Vice President, CCO, and PFO

During the fiscal year ended March 31, 2023, the Company owes approximately $92 thousand to Mr.

Ram Mukunda and $135 thousand to Ms.

Claudia Grimaldi.

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.

The Stock Awards include vested and unvested grants of stock awards as reflected in the table titled “Stock Awards at Fiscal Year End.” In Fiscal 2022, 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,”.

As of March 31, 2023, 1 million Performance Stock Awards were issued.

Includes life insurance, 401 (k) contribution, and health insurance(s).

Compensation to Directors

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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.

The Total Compensation represents the fair value of stock awards to the named director 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.”

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.

Number of Stock

Richard Prins

The Total Compensation represents the fair value of stock awards to the named director as computed using the closing price at the day of grant.

The Stock Awards include vested and unvested grants of stock awards.

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.

Stock Awards at Fiscal Year End

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

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

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

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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 Company believes that as of March 31, 2023, all Stock Awards are probable.

As of March 31, 2023, 1 million Performance based Stock Awards were issued.

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 2023, included in this report.

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

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

In the event of 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.

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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.

On May 5, 2023, the Company and Ms.

Grimaldi entered into an Employment Agreement that expires on May 8, 2028 (the 2023 Employment Agreement).

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Grimaldi of rental payments for the car).

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

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

Grimaldi 1.5 times her compensation.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth information regarding the beneficial ownership of our common stock as of June 6, 2022, by each person known by us to be the beneficial owner of more than 5% of our outstanding shares of common stock, each of our executive officers and directors, and all our officers and directors as a group.

The following table sets forth information regarding the beneficial ownership of our common stock as of July 6, 2023, by each person known by us to be the beneficial owner of more than 5% of our outstanding shares of common stock, each of our executive officers and directors, and all our officers and directors as a group.

Beneficial ownership is determined in accordance with the rules of the SEC and does not necessarily indicate beneficial ownership for any other purpose.

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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 6, 2022, 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.

The percentage ownership of the outstanding common stock, which is based upon shares of common stock outstanding as of July 6, 2023, 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.

Unless otherwise noted, the nature of the ownership set forth in the table below is common stock of the Company.

The table below sets forth as of June 6, 2022, except as noted in the footnotes to the table, certain information with respect to the beneficial ownership of the Company’s common stock by (i) all persons or groups, according to the most recent Schedule 13D or Schedule 13G filed with the SEC or otherwise known to us, to be the beneficial owners of more than 5% of the outstanding common stock of the Company, (ii) each director of the Company, (iii) the executive officers named in the Summary Compensation Table, and (iv) all such executive officers and directors of the Company as a group.

The table below sets forth as of July 6, 2023, except as noted in the footnotes to the table, certain information with respect to the beneficial ownership of the Company’s common stock by (i) all persons or groups, according to the most recent Schedule 13D or Schedule 13G filed with the SEC or otherwise known to us, to be the beneficial owners of more than 5% of the outstanding common stock of the Company, (ii) each director of the Company, (iii) the executive officers named in the Summary Compensation Table, and (iv) all such executive officers and directors of the Company as a group.

(in thousands)

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

*Based on fully diluted 56,293,781 shares of common stock outstanding as of June 6, 2022.

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.

*Based on fully diluted 63,082,750 shares of common stock outstanding as of July 6, 2023.

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

The beneficial ownership table does not include 777,417 shares of common stock that is owned by Mr.

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Mukunda has no voting or financial rights.

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.

The beneficial ownership table includes approximately 8.9 million shares granted but not vested/issued to individuals listed in the table as of July 6, 2023.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

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Manohar Chowdhry & Associates (MCA) is our Principal Independent Registered Public Accounting Firm engaged to examine our financial statements for Fiscal 2023.

During the Company’s two most recent fiscal years ended March 31, 2022, and 2021, and through June 6, 2022, 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, 2023, and 2022, and through July 6, 2023, 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.

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(incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on August 6, 2012).

By-laws of the Registrant.

(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).

Articles of Amendment to the Company’s Amended and Restated Articles of Incorporation filed with the State Department of Assessments and Taxation of Maryland on March 7, 2023 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on March 21, 2023).

By-laws of the Registrant.

(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 Bylaws of the Company dated March 2, 2023 (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed on March 21, 2023).

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

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Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

INDIA GLOBALIZATION CAPITAL, INC.

June 22, 2022

IGC PHARMA, INC.

/s/ Ram Mukunda

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(Principal Executive Officer)

June 22, 2022

/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 22, 2022

/s/ Ram Mukunda

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(Principal Executive Officer)

June 22, 2022

/s/ Claudia Grimaldi

Claudia Grimaldi

Vice-president & Chief Compliance Officer

Vice-president & Chief Compliance Officer, and Director

(Principal Financial Officer)

June 22, 2022

/s/ Rohit Goel

Principal Accounting Officer

June 22, 2022

/s/ Richard Prins

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Chairman of the Board of Directors

June 22, 2022

/s/ John Lynch

/s/ James Moran

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