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IGC Pharma, Inc. Major Shareholding Notification 2008

Apr 16, 2008

34705_mrq_2008-04-16_467ec5bd-3f20-4dd2-af8c-f24c026c2acb.zip

Major Shareholding Notification

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SC 13G 1 d873591_13-g.htm d873591_13-g.htm Licensed to: Seward & Kissel LLP Document Created using EDGARizer 4.0.5.0 Copyright 1995 - 2008 EDGARfilings, Ltd., an IEC company. All rights reserved

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No.___________)*

| India

Globalization Capital, Inc.
(Name
of Issuer)

| Common

Stock
(Title
of Class of Securities)
45408X100
(CUSIP
Number)

| April

10, 2008
(Date
of Event Which Requires Filing of this
Statement)

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

[_] Rule 13d-1(b)

[X] Rule 13d-1(c)

[_] 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).

| CUSIP

No
1. NAME
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Brightline
Capital Management, LLC
2. CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS)
(a) [_]
(b) [X]
3. SEC
USE ONLY
4. CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
5. SOLE
VOTING POWER
0
6. SHARED
VOTING POWER
600,000
7. SOLE
DISPOSITIVE POWER
0
8. SHARED
DISPOSITIVE POWER
600,000
9. AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
600,000
10. CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
[_]
11. PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.3%
12. TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS) OO

| CUSIP

No
1. NAME
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Brightline
Capital Partners, LP
2. CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS)
(a) [_]
(b) [X]
3. SEC
USE ONLY
4. CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
5. SOLE
VOTING POWER
0
6. SHARED
VOTING POWER
478,560
7. SOLE
DISPOSITIVE POWER
0
8. SHARED
DISPOSITIVE POWER
478,560
9. AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
478,560
10. CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
[_]
11. PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.0%
12. TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS) PN

| CUSIP

No
1. NAME
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Brightline
GP, LLC
2. CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS)
(a) [_]
(b) [X]
3. SEC
USE ONLY
4. CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
5. SOLE
VOTING POWER
0
6. SHARED
VOTING POWER
478,560
7. SOLE
DISPOSITIVE POWER
0
8. SHARED
DISPOSITIVE POWER
478,560
9. AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
478,560
10. CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
[_]
11. PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.0%
12. TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS) OO

| CUSIP

No
1. NAME
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Nick
Khera
2. CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS)
(a) [_]
(b) [X]
3. SEC
USE ONLY
4. CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
5. SOLE
VOTING POWER
0
6. SHARED
VOTING POWER
600,000
7. SOLE
DISPOSITIVE POWER
0
8. SHARED
DISPOSITIVE POWER
600,000
9. AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
600,000
10. CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
[_]
11. PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.3%
12. TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS) IN

| CUSIP

No
1. NAME
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Edward
B. Smith, III
2. CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS)
(a) [_]
(b) [X]
3. SEC
USE ONLY
4. CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
5. SOLE
VOTING POWER
0
6. SHARED
VOTING POWER
600,000
7. SOLE
DISPOSITIVE POWER
0
8. SHARED
DISPOSITIVE POWER
600,000
9. AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
600,000
10. CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
[_]
11. PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.3%
12. TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS) IN

| CUSIP

No 45408X100
Item
  1. | (a). | Name of Issuer: | | | | India Globalization Capital, Inc. |
(b).
4336
Montgomery Avenue Bethesda,
Maryland 20814

| Item

2.
Brightline
Capital Management, LLC Brightline
Capital Partners, LP Brightline
GP, LLC Nick
Khera
Edward
B. Smith, III
(b).
Brightline
Capital Management, LLC 1120
Avenue of the Americas, Suite 1505 New
York, New York 10036 Brightline
Capital Partners, LP Brightline
Capital Management, LLC 1120
Avenue of the Americas, Suite 1505 New
York, New York 10036 Brightline
GP, LLC 1120
Avenue of the Americas, Suite 1505 New
York, New York 10036 Nick
Khera c/o
Brightline Capital Management, LLC 1120
Avenue of the Americas, Suite 1505 New
York, New York 10036 Edward
B. Smith, III c/o
Brightline Capital Management, LLC 1120
Avenue of the Americas, Suite 1505
New
York, New York 10036
(c).
Brightline
Capital Management, LLC – Delaware limited liability company Brightline
Capital Partners, LP – Delaware limited partnership Brightline
GP, LLC – Delaware limited liability company Nick
Khera – United States citizen
Edward
B. Smith, III – United States citizen
(d).
Common
Stock
(e).
45408X100

ITEM 3. If This Statement is filed pursuant to ss.240.13d-1(b) or 240.13d-2(b), or (c), check whether the person filing is a

(a) [_] Broker or dealer registered under Section 15 of the Exchange Act (15 U.S.C. 78c).

(b) [_] Bank as defined in Section 3(a)(6) of the Exchange Act (15 U.S.C. 78c).

(c) [_] Insurance company as defined in Section 3(a)(19) of the Exchange Act (15 U.S.C. 78c).

(d) [_] Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

(e) [_] An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);

(f) [_] An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);

(g) [_] A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);

(h) [_] A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.1813);

(i) [_] A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j) [_] Group, in accordance with s.240.13d-1(b)(1)(ii)(J).

ITEM 4. Ownership.

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

(a)
Brightline
Capital Management, LLC: 600,000 Brightline
Capital Partners, LP: 478,560 Brightline
GP, LLC: 478,560 Nick
Khera: 600,000 Edward
B. Smith, III: 600,000
(b)
Brightline
Capital Management, LLC: 6.3% Brightline
Capital Partners, LP: 5.0% Brightline
GP, LLC: 5.0% Nick
Khera: 6.3% Edward
B. Smith, III: 6.3%

(c) Number of shares as to which Brightline Capital Management, LLC has:

| (i) | Sole power to vote or to direct the vote | 0 | , | | --- | --- | --- | --- | | (ii) | Shared power to vote or to direct the vote | 600,000 | , | | (iii) | Sole power to dispose or to direct the disposition of | 0 | , | | (iv) | Shared power to dispose or to direct the disposition of | 600,000 | . |

Number of shares as to which Brightline Capital Partners, LP has:

| (i) | Sole power to vote or to direct the vote | 0 | , | | --- | --- | --- | --- | | (ii) | Shared power to vote or to direct the vote | 478,560 | , | | (iii) | Sole power to dispose or to direct the disposition of | 0 | , | | (iv) | Shared power to dispose or to direct the disposition of | 478,560 | . |

Number of shares as to which Brightline GP, LLC has:

| (i) | Sole power to vote or to direct the vote | 0 | , | | --- | --- | --- | --- | | (ii) | Shared power to vote or to direct the vote | 478,560 | , | | (iii) | Sole power to dispose or to direct the disposition of | 0 | , | | (iv) | Shared power to dispose or to direct the disposition of | 478,560 | . |

Number of shares as to which Nick Khera has:

| (i) | Sole power to vote or to direct the vote | 0 | , | | --- | --- | --- | --- | | (ii) | Shared power to vote or to direct the vote | 600,000 | , | | (iii) | Sole power to dispose or to direct the disposition of | 0 | , | | (iv) | Shared power to dispose or to direct the disposition of | 600,000 | .. |

Number of shares as to which Edward B. Smith, III has:

| (i) | Sole power to vote or to direct the vote | 0 | , | | --- | --- | --- | --- | | (ii) | Shared power to vote or to direct the vote | 600,000 | , | | (iii) | Sole power to dispose or to direct the disposition of | 0 | , | | (iv) | Shared power to dispose or to direct the disposition of | 600,000 | .. |

ITEM 5. Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [_].

ITEM 6. Ownership of More Than Five Percent on Behalf of Another Person.

If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than five percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.

ITEM 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.

If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.

ITEM 8. Identification and Classification of Members of the Group.

If a group has filed this schedule pursuant to § 240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.

ITEM 9. Notice of Dissolution of Group.

Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity. See Item 5.

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.

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.

| April

16, 2008
Date
BRIGHTLINE
CAPITAL MANAGEMENT, LLC*
By: /s/
Nick Khera
Name:
Nick Khera
Title:
Managing Member
BRIGHTLINE
CAPITAL PARTNERS, LP
By: /s/
Nick Khera
Name:
Nick Khera
Title:
Managing Member of Brightline GP, LLC, the General
Partner
BRIGHTLINE
GP, LLC*
By: /s/
Nick Khera
Name:
Nick Khera
Title:
Managing Member
NICK
KHERA*
/s/
Nick Khera
EDWARD
B. SMITH, III*
/s/
Edward B. Smith, III

*The Reporting Persons disclaim beneficial ownership over the securities reported herein except to the extent of the Reporting Persons’ pecuniary interest therein.

The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative's authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See s.240.13d-7 for other parties for whom copies are to be sent.

Attention. Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).

JOINT FILING AGREEMENT

Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, each of the undersigned hereby agrees that only one statement containing the information required by Schedule 13G need be filed with respect to the ownership by each of the undersigned of Common Stock of India Globalization Capital, Inc.

This Agreement may be executed in any number of counterparts, each of which shall be deemed an original.

Executed this 16 th day of April, 2008.

| April

16, 2008
Date
BRIGHTLINE
CAPITAL MANAGEMENT, LLC*
By: /s/
Nick Khera
Name:
Nick Khera
Title:
Managing Member
BRIGHTLINE
CAPITAL PARTNERS, LP
By: /s/
Nick Khera
Name:
Nick Khera
Title:
Managing Member of Brightline GP, LLC, the General
Partner
BRIGHTLINE
GP, LLC*
By: /s/
Nick Khera
Name:
Nick Khera
Title:
Managing Member
NICK
KHERA*
/s/
Nick Khera
EDWARD
B. SMITH, III*
/s/
Edward B. Smith, III

SK 25128 0002 873591