IGC Pharma, Inc. — Major Shareholding Notification 2007

Feb 13, 2007

SC 13G/A 1 d43422e9sc13gza.htm AMENDMENT TO SCHEDULE 13G sc13gza PAGEBREAK

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G/A

Under the Securities Exchange Act of 1934 (Amendment No. 1)*

(Rule 13d-102)

(Rule 13d-102)INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b)

India Globalization Capital, Inc.

(Name of Issuer)

common stock, par value $0.0001

(Title of Class of Securities)

45408X100

(CUSIP Number)

December 31, 2006

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o Rule 13d-1(b)

þ Rule 13d-1(c)

o Rule 13d-1(d)

• The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

PAGEBREAK

CUSIP No. 45408X100

1	NAMES OF REPORTING PERSONS: Sapling, LLC
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a) o
	(b) o
3	SEC USE ONLY:
4	CITIZENSHIP OR PLACE OF ORGANIZATION:
	Delaware
	5	SOLE VOTING POWER:
NUMBER OF		0
SHARES	6	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY		969,378
EACH	7	SOLE DISPOSITIVE POWER:
REPORTING
PERSON		0
WITH:	8	SHARED DISPOSITIVE POWER:
		969,378
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
	969,378
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
	o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
	6.9%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
	OO

2

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CUSIP No. 45408X100

1	NAMES OF REPORTING PERSONS: Fir Tree Recovery Master Fund, L.P.
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a) o
	(b) o
3	SEC USE ONLY:
4	CITIZENSHIP OR PLACE OF ORGANIZATION:
	Cayman Islands
	5	SOLE VOTING POWER:
NUMBER OF		0
SHARES	6	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY		413,622
EACH	7	SOLE DISPOSITIVE POWER:
REPORTING
PERSON		0
WITH:	8	SHARED DISPOSITIVE POWER:
		413,622
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
	413,622
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
	o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
	3.0%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
	PN

3

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CUSIP No. 45408X100

1	NAMES OF REPORTING PERSONS: Fir Tree, Inc.
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a) o
	(b) o
3	SEC USE ONLY:
4	CITIZENSHIP OR PLACE OF ORGANIZATION:
	New York
	5	SOLE VOTING POWER:
NUMBER OF		0
SHARES	6	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY		1,383,000
EACH	7	SOLE DISPOSITIVE POWER:
REPORTING
PERSON		0
WITH:	8	SHARED DISPOSITIVE POWER:
		1,383,000
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
	1,383,000
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
	o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
	9.9%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
	CO

4

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link2 "Item 1(a) Name of Issuer" link2 "Item 1(b) Address of Issuer’s Principal Executive Offices" link2 "Item 2(a) Name of Person Filing" link2 "Item 2(b) Address of Principal Business Office" link2 "Item 2(c) Place of Organization"

SCHEDULE 13G/A

This Amendment No. 1 to Schedule 13G (the “Schedule 13G”) is being filed on behalf of Sapling, LLC, a Delaware limited liability company (“Sapling”), Fir Tree Recovery Master Fund, L.P., a Cayman Islands exempted limited partnership (“Fir Tree Recovery”) and Fir Tree, Inc., a New York corporation (“Fir Tree”), relating to common stock (the “Common Stock”) of India Globalization Capital, Inc., a Maryland corporation (the “Issuer”), purchased by Sapling and Fir Tree Recovery. Fir Tree Value Master Fund, LP, a Cayman Islands exempted limited partnership (“Fir Tree Value”), is the sole member of Sapling, and Fir Tree is the investment manager of both Sapling and Fir Tree Recovery.

Item 1(a)	Name of Issuer.
	India Globalization Capital, Inc.
Item 1(b)	Address of Issuer’s Principal Executive Offices.
	4336 Montgomery Ave.
	Bethesda, Maryland 20814
Item 2(a)	Name of Person Filing.
Item 2(b)	Address of Principal Business Office.
Item 2(c)	Place of Organization.
	Fir Tree, Inc.
	505 Fifth Avenue
	23 rd Floor
	New York, New York 10017
	A New York corporation
	Sapling, LLC
	505 Fifth Avenue
	23 rd Floor
	New York, New York 10017
	A Delaware limited liability company
	Fir Tree Recovery Master Fund, L.P.
	c/o Admiral Administration Ltd.
	Admiral Financial Center, 5th Floor
	90 Fort Street, Box 32021 SMB
	Grand Cayman, Cayman Islands
	A Cayman Islands exempted limited partnership

Fir Tree, Inc. is the investment manager for each of Sapling and Fir Tree Recovery and has been granted investment discretion over portfolio investments, including the shares of Common Stock (as defined below), held by each of them.

Folio 5 /Folio

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link2 "Item 2(d) Title of Class of Securities" link2 "Item 2(e) CUSIP Number" link2 "Item 3 Reporting Person" link2 "Item 4 Ownership" link2 "Item 5 Ownership of Five Percent or Less of a Class" link2 "Item 6 Ownership of More Than Five Percent on Behalf of Another Person" link2 "Item 7 Identification and Classification of the Subsidiary which Acquired the Security Being Reported On by the Parent Holding Company"

Item 2(d)	Title of Class of Securities.
	Common stock, par value $0.0001 (the “Common Stock”)
Item 2(e)	CUSIP Number.
	45408X100
Item 3	Reporting Person.
	The person filing is not listed in Items 3(a) through 3(j).
Item 4	Ownership .
	(a) Sapling and Fir Tree Recovery are the beneficial owners of
969,378 shares of Common Stock and 413,622 shares of Common Stock,
respectively. Fir Tree may be deemed to beneficially own the shares of Common
Stock held by Sapling and Fir Tree Recovery as a result of being the investment
manager of Sapling and Fir Tree Recovery.
	(b) Sapling and Fir Tree Recovery are the beneficial owners of 6.9%
and 3.0%, respectively, of the outstanding shares of Common Stock.
Collectively, the Reporting Persons beneficially own 1,383,000 shares of Common
Stock which represent 9.9% of the shares of Common Stock outstanding. These
percentages are determined by dividing the number of shares beneficially held
by 13,974,500, the number of shares of Common Stock issued and outstanding as
of November 1, 2006, as reported in the Issuer’s Form 10-Q filed with the
Securities and Exchange Commission on November 17, 2006.
	(c) Sapling may direct the vote and disposition of 969,378 shares
of Common Stock. Fir Tree Recovery may direct the vote and disposition of
413,622 shares of Common Stock. Fir Tree has been granted investment
discretion over the shares of Common Stock held by Sapling and Recovery.
Item 5	Ownership of Five Percent or Less of a Class.
	Inapplicable.
Item 6	Ownership of More Than Five Percent on Behalf of Another Person.
	Fir Tree Value, as the sole member of Sapling, has the right to receive dividends
from and the proceeds from the sale of the Common Stock.
Item 7	Identification and Classification of the Subsidiary which Acquired
the Security Being Reported On by the Parent Holding Company.
	Inapplicable.

Folio 6 /Folio

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link2 "Item 8 Identification and Classification of Members of the Group" link2 "Item 9 Notice of Dissolution of Group" link2 "Item 10 Certification"

Item 8	Identification and Classification of Members of the Group.
	Inapplicable.
Item 9	Notice of Dissolution of Group.
	Inapplicable.
Item 10	Certification.
	By signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were not acquired and are not held for the purpose of
or with the effect of changing or influencing the control of the issuer of the
securities and were not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.

Folio 7 /Folio

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link1 "SIGNATURE"

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: February 14, 2007

SAPLING, LLC
By:	FIR TREE, INC., its Manager
	By: /s/ Jeffrey Tannenbaum
	Name: Jeffrey Tannenbaum
	Title: President
FIR TREE RECOVERY MASTER FUND, L.P.
By:	FIR TREE, INC., its Manager
	By: /s/ Jeffrey Tannenbaum
	Name: Jeffrey Tannenbaum Title: President
FIR TREE, INC.
By:	/s/ Jeffrey Tannenbaum
Name: Jeffrey Tannenbaum
Title: President

Folio 8 /Folio