NOTE 23 – ACQUISITIONS AND DISPOSITIONS

Cabaran Ultima Sdn. Bhd.

On February 11, 2016, we completed the acquisition of 100% of the outstanding share capital of Cabaran Ultima Sdn. Bhd., a corporation organized and existing under the laws of Malaysia (“Ultima”), from RGF Land Sdn. Bhd. (“Land”), the sole shareholder of Ultima, pursuant to the terms of a Share Purchase Agreement among the parties. Ultima is a real estate development and international project management company incorporated in Kuala Lumpur, Malaysia. Ultima is an international real estate project management company with expertise in (i) building agro-infrastructure for growing medicinal plants and botanical extraction, (ii) construction of high-end luxury complexes such as service apartments, luxury condominiums and hotels, and (iii) design management of other large-scale infrastructure.

Purchase price of the acquisition consisted of up to 998,571 shares of our common stock, valued at approximately $170 thousand on the closing date of the acquisition and the same will be discharged as follows:

	All amounts in USD
Particulars	Fair Value
IGC Stock Consideration	$	170
Total Purchase Consideration	$	170

The purchase has been preliminarily allocated to the acquired assets and liabilities, as follows:

	All amounts in USD
Particulars	Fair Value
Property, Plant and Equipment	$	1
Trade and other receivables		12
Reimbursement Account		64
Cash and bank balances		16
Deposit & Prepayment		6
Trade and other payables		(133	)
Other payables		(12	)
Non-Controlling interest		18
Goodwill		198
Total Purchase Consideration	$	170

The above purchase price allocation includes provisional amounts for certain assets and liabilities. The purchase price allocation will continue to be refined primarily in the areas of goodwill and other identifiable intangibles, if any. During the measurement period, the Company expects to receive additional detailed information to refine the provisional allocation above. Non-controlling interests are valued based on the proportional interest in the fair value of the net assets of the acquired entity.

Ultima is subject to legal and regulatory requirements, including but not limited to those related to taxation matters, in the jurisdiction in which it operates. The Company has conducted a preliminary assessment of liabilities arising out of these matters and has recognized provisional amounts in its initial accounting for the Acquisition for all identified liabilities in accordance with the requirements of ASC Topic 805. However, the Company is continuing its review of these matters during the measurement period, and if new information obtained about facts and circumstances that existed at the Acquisition date identifies adjustments to the liabilities initially recognized, as well as any additional liabilities that existed at the Acquisition date, the acquisition accounting will be revised to reflect the resulting adjustments to the provisional amounts initially recognized.

The following unaudited pro-forma results of the operations of the Company for the nine-month period ended December 31, 2016 and 2015 assume that the Ultima acquisition occurred during the beginning of the comparable period.

	Nine months ended December 31,
Particulars	2016			2015
Pro forma revenue	$	487		$	5,288
Pro forma other income		373			(119	)
Pro forma net income attributable to IGC Stockholders		(1,110	)		(1,689	)
Pro forma earnings per share:
Basic	$	(0.04	)	$	(0.10	)
Diluted	$	(0.04	)	$	(0.10	)

Golden Gate Electronics Ltd

On May 31, 2014, the Company acquired 51% of the issued and outstanding share capital of Golden Gate Electronics Limited, a corporation organized and existing under the laws of Hong Kong, now known as IGC International. IGC-INT, headquartered in Hong Kong, operates an e-commerce platform for trading of commodities and electronic components.

The acquisition has been accounted for under the acquisition method of accounting in accordance with ASC Topic 805, “Business Combinations”. The total purchase price has been allocated to IGC-INT’s net tangible assets based on their estimated fair values at the date of acquisition. The Purchase Price Allocation is based upon preliminary estimates and assumptions that may be subject to change during the measurement period (up to one year from the Acquisition Date). The Company generally does not expect the goodwill recognized to be deductible for income tax purposes. The results of operations of IGC-INT for the month of December 2014 have been included in the consolidated results as shown in the Statement of Operations included herein. The assets and liabilities of IGC-INT have been recorded in the Consolidated Balance Sheet of the Company as of December 31, 2014.

Purchase price of the acquisition consisted of up to 1,209,765 shares of our common stock, valued at approximately $1,052 thousand on the closing date of the acquisition and the same will be discharged as follows:

	All amounts in USD
Particulars	Fair Value
IGC Stock Consideration	$	179
Estimated earn out payment (in the form of Stock)		873
Total Purchase Consideration	$	1,052

The purchase has been preliminarily allocated to the acquired assets and liabilities, as follows:

	All amounts in USD
Particulars	Fair Value
Cash and Cash Equivalents	$	167
Property, Plant and Equipment		82
Accounts Receivable		428
Inventory		749
Other Assets		211
Accounts Payable		(163	)
Loans-Others		(1,322	)
Other Current Liabilities		(15	)
Non-Controlling Interest		(67	)
Goodwill		982
Total Purchase Consideration	$	1,052

IGC-INT is subject to legal and regulatory requirements, including but not limited to those related to taxation matters, in the jurisdiction in which it operates. The Company has conducted a preliminary assessment of liabilities arising out of these matters and has recognized provisional amounts in its initial accounting for the Acquisition for all identified liabilities in accordance with the requirements of ASC Topic 805. However, the Company is continuing its review of these matters during the measurement period, and if new information obtained about facts and circumstances that existed at the Acquisition date identifies adjustments to the liabilities initially recognized, as well as any additional liabilities that existed at the Acquisition date, the acquisition accounting will be revised to reflect the resulting adjustments to the provisional amounts initially recognized.

The following unaudited pro-forma results of the operations of the Company for the nine-months ended December 31, 2016 and 2015 assume that the IGC-INT acquisition occurred during the beginning of the comparable period.

	Nine months ended December 31,
Particulars	2016			2015
Pro forma revenue	$	487		$	4,999
Pro forma other income		373			(119	)
Pro forma net income attributable to IGC Stockholders	$	(1,110	)	$	(1,385	)
Pro forma Earnings per share
Basic	$	(0.04	)	$	(0.09	)
Diluted	$	(0.04	)	$	(0.09	)

As previously announced we have curtailed activity in IGC-INT and for the quarter ended December 31, 2016 we have no revenue. We also impaired the goodwill associated with the acquisition. We are working on required paperwork that will effectively transfer Golden Gate back to the managing director in return for some or all of the IGC common stock that was initially awarded as part of the acquisition. We have realigned our resources to the phytocannabinoid industry and real estate development and international project management industry.

HK Ironman

On December 30, 2011, the Company acquired 100% of the issued and outstanding shares of capital stock of H&F Ironman Limited (“HK Ironman”), a Hong Kong company. HK Ironman owns 95% equity in H&F Venture Trade Ltd. aka Linxi Hefei Economic and Trade Co. (“PRC Ironman”). One of IGC’s areas of focus is the export of iron ore to China. HK Ironman through its subsidiary, PRC Ironman, operates a beneficiation plant in China, which converts low-grade iron ore to high-grade iron ore through a dry and wet separation processes. This Acquisition is intended to provide IGC with a platform in China to expand its business and ship low-grade iron ore, which is available for export in India, to China and convert the iron ore to a higher-grade iron ore before selling it to customers in China.

The date of Acquisition, December 30, 2011, is the date on which the Company obtained control of HK Ironman by acquiring control over the majority of the Board of Directors of HK Ironman. The Acquisition has been accounted for under the acquisition method of accounting in accordance with ASC Topic 805, “Business Combination.” For further information on this acquisition and on purchase price allocation, please refer to Form 10-K for fiscal year ended 2012 filed with the SEC on July 16, 2012. In February 2015, IGC filed a lawsuit in the circuit court of Maryland against 24 defendants related to the acquisition of Ironman seeking to have the court order rescission of the underlying Acquisition Agreement and to void any past or future transfer of IGC shares to the defendants-sellers.

Effective December 30, 2016, IGC redeemed and subsequently retired as required by Maryland State law, approximately 2,200,000 shares of its own common stock issued in connection with its purchase of Ironman for all tangible operating assets of Ironman as a treasury stock transaction thus reducing IGC investment in Ironman to zero while still pursuing any and all legal avenues to recover as many of the originally issued shares of 3,150,000.

The impact of such transaction is expressed in the following summary of key Balance Sheet items for each period presented.

Balance sheet items:	December 31, 2016		Proforma March 31, 2016
Current Assets	$	1,837	$	2,877
Total Assets		11,170		10,637
Stockholders’ Equity		7,540		6,203

Proforma operating statements are not required as all period presented include the operations of Ironman on a consolidated basis. With respect to subsequent periods, Ironman will no longer be consolidated and proformas for comparative purposes will be provided for each statement of operations presented. With respect to the statements of operations presented here in the net losses attributable to Ironman for the three months and nine months ended December 31, 2016 are $124 thousand and $324 thousand, respectively.