10-K/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K/A
AMENDMENT NO. 2

(Mark One)
[X]   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2009

OR

[_]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________________ to __________________

Commission File Number 0-20943

Intelligroup, Inc.

(Exact name of registrant as specified in its charter)

New Jersey	11-2880025
(State or other jurisdiction of incorporation or	(I.R.S. Employer Identification No.)
organization)
5 Independence Way, Suite 220, Princeton, NJ 08540	(646) 810-7400
(Address of principal executive offices including zip code)	(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Common Stock, $0.01 par value

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No þ

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes o No þ

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definition of "large accelerated filer,” “accelerated filer " and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o	Accelerated filer o	Non-accelerated filer o	Smaller Reporting Company þ
		(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ

The aggregate market value of the voting stock held by non-affiliates of the registrant as of June 30, 2009 (the last business day of the most recent second quarter) was $23,595,943 (based on the closing price as quoted on Nasdaq on that date). For purposes of this calculation, shares owned by officers, directors and 10% shareholders known to the registrant have been deemed to be owned by affiliates. This determination of affiliate status is not a determination for other purposes.

Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of April 28, 2010:

Class	Number of Shares
Common Stock, $0.01 par value	41,249,688

Explanatory Note

This Amendment No. 1 on Form 10-K/A (the “Form 10/KA”) to the Annual Report on Form 10-K (the “Annual Report”) of the Company for the fiscal year ended December 31, 2009, filed with the Securities and Exchange Commission (the “SEC”) on March 30, 2010, is filed solely for the purpose of including information that was to be incorporated by reference from the Company’s definitive proxy statement pursuant to Regulation 14A of the Securities Exchange Act of 1934. The Company will not file its proxy statement for its annual meeting of stockholders within 120 days of its fiscal year ended December 31, 2009, and is therefore amending and restating in their entirety Items 10, 11, 12, 13 and 14 of Part III of the Annual Report. In addition, pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, the Company is including with this Form 10-K/A certain currently dated certifications. Except as described above, no other amendments are being made to the Annual Report. This Form 10-K/A does not reflect events occurring after the filing of the Annual Report on March 30, 2010 or modify or update the disclosure contained in the Annual Report in any way other than as required to reflect the amendments discussed above and reflected below.

PART III

Item 10. Directors, Executive Officers and Corporate Governance.

Biographical Summaries of Our Members of Board of Directors

The members of the Board of Directors (each a "Director and collectively, "Directors") are:

		Served as a
		Director
Name	Age	Since	Positions with the Company
Vikram Gulati	44	2005	President, Chief Executive Officer and
			Director
Ravi Adusumalli	34	2004	Director
Srinivasa Raju	48	2004	Director, Chairman of the Board
Sandeep Reddy	41	2004	Director

     The following biographical descriptions set forth certain information with respect to the Director Nominees, based on information furnished to Intelligroup by each Director Nominee.

     Vikram Gulati. Vikram Gulati was appointed to the Board of Directors and to the positions of President and Chief Executive Officer effective April 4, 2005. Prior to joining the Company, Mr. Gulati held a number of positions in business development and business management with Wipro Limited (“Wipro”) from 1988 through 2005. Mr. Gulati most recently served as the head of Wipro’s Global Enterprise Application Solutions Group. We believe that Mr. Gulati's extensive knowledge of the Company's operations, competitive challenges and opportunities gained through his position as President and Chief Executive Officer as well as his over twenty years of experience in the information technology consulting and outsourcing industry qualify him to serve on our board of directors.

     Ravi Adusumalli. Ravi Adusumalli was initially appointed to the Board of Directors of the Company in September 2004 in accordance with the terms of the Common Stock Purchase Agreement dated September 29, 2004 by and between the Company, SB Asia Infrastructure Fund LP, and Venture Tech Assets Ltd., which allowed SB Asia Infrastructure Fund LP and Venture Tech Assets Ltd. to collectively designate five directors to the Company’s Board of Directors. Mr. Adusumalli joined Softbank Asia Infrastructure Fund (SAIF) in early 2002 and is currently a General Partner and Head of SAIF’s India Operations. Prior to joining SAIF, Mr. Adusumalli was an Associate Partner with Mobius Venture Capital, a $1.25 billion early stage venture capital firm in Silicon Valley. He previously worked at Credit Suisse First Boston as an Associate and with Wasatch Funds, a mutual fund with over $9 billion in assets that specialized in small cap and micro cap companies listed on US and international exchanges. Mr. Adusumalli graduated from Cornell University with a Bachelors of Arts in Economics and Government. Mr. Adusumalli serves on the board of directors of SAIF’s investments in National Stock Exchange, MakeMyTrip, HomeShop18, One97 Communications, JustDial, Mainland China and Intelligroup. We believe that Mr. Adusumalli is qualified to serve on our board of directors due to his senior position at SAIF, his experience managing other India-based portfolio companies in the information technology industry and his extensive investment and finance experience.

     Srinivasa Raju. Srinivasa Raju was initially appointed to the Board of Directors of the Company in September 2004 in accordance with the terms of the Common Stock Purchase Agreement dated September 29, 2004 by and between the Company, SB Asia Infrastructure Fund LP, and Venture Tech Assets Ltd., which allowed SB Asia Infrastructure Fund LP and Venture Tech Assets Ltd. to collectively designate five directors to the Company's Board of Directors. Presently Mr. Srini Raju is the Managing Director and General Partner of Peepul Capital Advisors. Peepul Capital manages over USD 400 millions of Institutional and General Partners Capital across two funds. Peepul Capital Limited Partners (LP) include some of the most reputed international funds: IFC, Sovereign Funds, Pension Funds, Endowments and Global Business Family Offices. Mr. Raju was also the founding Chief Executive Officer and Managing Director of Satyam Enterprise Solutions P Ltd from 1997. After the merger of SES with SCS in 1999, Mr. Raju left Satyam and founded iLabs Venture Capital Fund (predecessor to Peepul Capital). Mr. Raju held the position of Chief Executive Officer and Managing Director of Dun & Bradstreet Satyam Software P Ltd. (now known as Cognizant Technology Solutions). Mr. Raju graduated with Honors from NIT (R.E.C), Kurukshetra with a Bachelor of Science in Civil Engineering and from Utah State University with a Master's degree in Civil & Environmental Engineering. Mr. Raju is a member of the governing board of (ISB) the Indian School of Business and sponsor of the Srini Raju Center for IT and Networked Economy (CITNE) at ISB. In addition, Mr. Raju also is a founding member, major donor and active member of the Governing Council of IIIT, Hyderabad, established on public-private partnership model by leading technology companies and has become India's leading Technology Research University over the past 10 years. Mr. Raju previously served on the board of directors of Sify Ltd. within the past five years. We believe that Mr. Raju has the necessary qualifications and experience to serve as the Company's Chairman of the Board based on his extensive leadership and management positions within the information technology consulting and outsourcing industry, including his experience as the founding CEO of Cognizant Technology Solutions; his extensive investment and investment advisory experience; and his extensive experience managing Peepul Capital's portfolio companies within the information technology sector.

     Sandeep Reddy. Mr. Reddy was initially appointed to the Board of Directors of the Company in September 2004 in accordance with the terms of the Common Stock Purchase Agreement dated September 29, 2004 by and between the Company, SB Asia Infrastructure Fund LP, and Venture Tech Assets Ltd., which allowed SB Asia Infrastructure Fund LP and Venture Tech Assets Ltd. to collectively designate five directors to the Company’s Board of Directors. Mr. Reddy currently serves as Managing Director of Peepul Capital Management LLC, which was formerly known as iLabs Management, LLC, a fund management company. From 2000 to 2006, Mr. Reddy served as Vice Chairman of iLabs, a private venture capital fund which invested in the domains of intellectual property in life sciences, telecommunications and technology based products and services. Mr. Reddy previously served on the board of directors of Sify Ltd. within the past five years. We believe that Mr. Reddy has the necessary qualifications and experience to serve on the board of directors based on his extensive investment experience and his extensive leadership and management experience, including managing iLab's and Peepul Capital's other portfolio companies within the information technology sector.

     All Directors hold office until the next Annual Meeting of Shareholders and until their successors are duly elected and qualified.

Family Relationships

There are no family relationships among our Director Nominees, management and other key personnel.

Director Qualifications

     We believe that the Company and its shareholders are best served by having leadership personnel from our principal stockholders and individuals who have extensive experience in the Company’s industry and knowledge of the Company’s competitive landscape serve on our board of directors. We also believe that the backgrounds and qualifications of our directors, considered as a group, should provide a composite mix of experience, knowledge and abilities that will allow the board of directors to fulfill its responsibilities. We select directors who have the highest personal and professional ethics, integrity and values; practical wisdom and mature judgment; an inquisitive and objective perspective; the willingness to engage management and each other in a constructive and collaborative fashion; and a commitment to representing the long-term interests of all our shareholders. In addition, directors must be willing to devote sufficient time to carrying out their duties and responsibilities effectively and should be committed to serving on the Board for an extended period of time. Please refer to the biographies of each of directors for a discussion of the specific experience, qualifications, attributes or skills that led to the conclusion that each individual should serve as a director.

Biographical Summaries of Executive Officers

The following table identifies our executive officers

			In Current
Name	Age	Capacities in Which Served	Position Since
Vikram Gulati(1)	44	President and Chief Executive Officer	2005
Alok Bajpai(2)	44	Chief Financial Officer and Treasurer	2006
Kalyan	44	Chief Operating Officer, Intelligroup Asia	2007
Sundaram
Mahalingam(3)
Pankit Desai(4)	40	Senior Vice President of Sales, North America	2009
		and Europe

____________________
 

(1) Vikram Gulati has been President and Chief Executive Officer and a director of Intelligroup since April 2005. His complete biography is set forth above under the caption “Nominees for Election.”

 

(2)	Alok Bajpai is a rank holder Chartered Accountant from India, Certified Public Accountant from the US and a Management Graduate from Manchester Business School, UK. Prior to Intelligroup, Mr. Bajpai served as Associate Vice President, F&A at Infosys Limited from May 2004 to September 2006 and managed their global accounts function. Prior to Infosys, from 1999 to 2004, Mr. Bajpai worked at Port Fish Private Limited, a Canadian company, as their Controller. He started his career with HCL in 1988 and worked with ICIM and Pepsico Restaurants in India before moving to Nigeria to work with a Belgian organization. Mr. Bajpai then moved to Canada and worked as Head of Finance at the aforementioned Canadian company for about 5 years. In these various organizations Mr. Bajpai has been in senior management positions and has played operational, as well as, strategic roles.
(3)	Mr. Kalyan Sundaram Mahalingam joined Intelligroup Asia in March 2007. He was promoted to Chief Operating Officer, Intelligroup Asia on July 1, 2007. Prior to Intelligroup, from March 2006 to March 2007, Mr. Mahalingam served as Vice President - GRM and Enterprise Application Services Practice at Keane, Inc. From May 1993 through February 2006, Mr. Mahalingam was employed by Wipro Technologies in several positions; most recently he was General Manager, Enterprise Applications Services. He has held many positions in practice building, delivery, quality and key positions in finance. He holds a Bachelor of Commerce from Bharathiyar University, Coimbatore, India and a Chartered Accountancy from the Institute of Chartered Accountants of India in New Delhi.
(4)	Mr. Desai joined Intelligroup in December 2005. Effective January 1, 2009 he took over responsibility as Senior Vice President, Sales for North America and Europe. Prior to joining Intelligroup, Mr. Desai was with Wipro Technologies from November 2000 to December 2005 where he managed strategic accounts and the southwest region of the US. Before Wipro he worked with IBM as a country manager for the AS/400 product group, Cognizant Technologies and CMC Limited. Mr. Desai has a Bachelor’s in Engineering and MBA from India.

     None of our executive officers is related to any other executive officer or to any of our Directors. Our executive officers are elected annually by the Board of Directors and serve until their successors are duly elected and qualified.

Section 16(a) Beneficial Ownership Reporting Compliance

     Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our officers, directors and persons who are the beneficial owners of more than 10% of our common stock to file with the Securities and Exchange Commission (the "SEC") initial reports of ownership and reports of changes in ownership of our common stock. Officers, directors and beneficial owners of more than 10% of our common stock are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file. Except as set forth below, based solely on a review of the copies of the Forms 3, 4 and 5 and amendments that we received with respect to transactions during 2009, we believe that all such forms were filed on a timely basis.

     Mr. Desai filed a Form 4 on September 21, 2009. Such Form 4 should have been filed no later than September 16, 2009.

Director Independence

     Our common stock is not listed on a national securities exchange and therefore we are not subject to any corporate governance requirements regarding independence of board or committee members. However, we have chosen the definition of independence contained in the NASDAQ rules as benchmark to evaluate the independence of our directors. Under NASDAQ rules, a director will only qualify as an “independent director” if, in the opinion of our Board of Directors, that person does not have a relationship which would interfere with the exercise of independent judgment in carrying out the responsibilities of a Director. Our Board of Directors has determined that none of our directors qualify as an “independent director” as defined under Rule 4200(a)(15) of the NASDAQ Stock Market, Inc. Marketplace Rules.

Audit Committee

     The Board of Directors has established a separately designated standing audit committee (the "Audit Committee"). The Audit Committee is responsible for:

• appointing, approving the compensation of, and assessing the independence of, our independent registered public accounting firm;
   
• overseeing the work of our independent registered public accounting firm, including through the receipt and consideration of certain reports from the independent registered public accounting firm;
   
• reviewing and discussing with management and the independent registered public accounting firm our annual and quarterly financial statements and related disclosures;
   
• monitoring our internal control over financial reporting, disclosure controls and procedures and code of business conduct and ethics;
   
• discussing and assessing our risk management policies;
   
• establishing policies regarding hiring employees from the independent registered public accounting firm and procedures for the receipt and retention of accounting related complaints and concerns;
   
• meeting independently with our independent registered public accounting firm and management; and
   
• preparing the audit committee report required by SEC rules.

     Because our common stock is not currently listed on a national securities exchange, we are not subject to the listing standards for audit committees set forth in SEC Rule 10A-3. We do not have three independent directors on the Audit Committee to meet the requirements set forth in SEC Rule 10A-3 for listed companies. In addition, the Company currently lacks an “audit committee financial expert.” Although the Company does not have include any members who meet the technical definition of "audit committee financial expert", and is not required to have an "audit committee financial expert" because the Company's common stock is not listed on a national securities exchange, the Board has determined that the members of the audit committee are sufficiently financially sophisticated to perform their roles and responsibilities as an audit committee member. The members of the Audit Committee are Messrs. Adusumalli and Reddy, each of whom is affiliated with our majority shareholders and therefore not "independent".

Code of Business Conduct and Ethics

     We believe that good corporate governance is important to ensure that we are managed for the long-term benefit of our shareholders. Our Board of Directors has adopted a Code of Business Conduct and Ethics. You can access our Code of Business Conduct and Ethics on our website located at www.intelligroup.com or by writing to our Secretary at our offices at 5 Independence Way, Suite 220, Princeton, NJ 08540. Any substantive amendment to, or waiver from, any provision of the code of ethics with respect to any senior executive or financial officer will be posted on this website or in a current report on Form 8-K.

Item 11. Executive Compensation.

     The following Summary Compensation Table sets forth information concerning compensation for services rendered in all capacities to us and our subsidiaries for the years ended December 31, 2009 and December 31, 2008 which was awarded to, earned by or paid to each person who served as our principal executive officer at any time during 2009 and the two most highly compensated executive officers other than the principal executive officer who were serving as executive officers as of December 31, 2009 (collectively, the “Named Executive Officers”).

									Changes
									in
									Pension
									Value
								Non-	and
								Equity	Nonqualified
								Incentive	Deferred
						Stock	Option	Plan	Compensation		All Other
Name and		Salary		Bonus		Awards	Awards	Compensation	Earnings		Compensation		Total
Principal Position	Year	($)		($)		($)	($)	($)	($)		($)		($)
Vikram Gulati	2009	$225,000		$251,100	(1)						$1,482	(3)	$477,582
President and Chief	2008	$225,000		$284,870	(2)						$4,500	(3)	$514,370
Executive Officer
Alok Bajpai	2009	$114,649	(4)	$35,523	(5)				$510	(4)(6)	$26,408	(4)(7)	$177,090
Chief Financial	2008	$122,871	(8)	$96,971	(9)				$3,703	(6)(8)	$24,031	(7)(8)	$247,576
Officer
Pankit Desai	2009	$200,000		$85,732	(10)						$3,791	(3)	$289,523

____________________
 

(1)	Consists of an annual bonus of $246,200 paid to Mr. Gulati and a bonus of $4,900 award to Mr. Gulati in accordance with the Profit-Sharing Bonus Plan for 2009. See the discussion under the heading "Profit-Sharing Bonus Plan" for additional detail regarding the Profit- Sharing Bonus Plan.
(2)	Consists of an annual bonus of $236,700 paid to Mr. Gulati and a bonus of $48,170 awarded to Mr. Gulati in accordance with the principles of the Company's Profit-Sharing Bonus Plan. See the discussion under the heading "Profit-Sharing Bonus Plan" for additional detail regarding the Profit-Sharing Bonus Plan.
(3)	Represents matching contributions to the Company’s defined contribution plan in accordance with our standard employment policies.
(4)	Based upon the exchange rate of 46.53 Indian Rupees to $1 as of December 31, 2009. Such amounts were actually paid in Indian Rupees.
(5)	Consists of an annual bonus of $30,661 paid to Mr. Bajpai and a bonus of $4,900 awarded to Mr. Bajpai in accordance with Profit-Sharing Bonus Plan for fiscal 2009. See the discussion under the heading "Profit-Sharing Bonus Plan" for additional detail regarding the Profit-Sharing Bonus Plan. The annual bonus amount is based upon an exchange rate of 46.53 Indian Rupees to $1 and was actually paid in Indian Rupees.
(6)	Represents the increase in value during 2009 of the post-employment benefit payable under the India Gratuity Plan. Payment of such post-employment-benefits under the India Gratuity Plan is contingent upon completion of five years of continuous service.
(7)	Represents Indian Provident Fund matching contributions and Car EMI payments, which represent the aggregate value of monthly payments made by the Company for a car which is leased by the Company for the applicable employee's benefit and use, paid in accordance with our standard employment practices.
(8)	Based upon the exchange rate of 48.71 Indian Rupees to $1 as of December 31, 2008. Such amounts were actually paid in Indian Rupees.
(9)	Consists of an annual bonus of $46,064 paid to Mr. Bajpai and a bonus of $49,381 awarded to Mr. Bajpai in accordance with the principles of the Company's Profit-Sharing Bonus Plan. See the discussion under the heading "Profit-Sharing Bonus Plan" for additional detail regarding the Profit-Sharing Bonus Plan. The annual bonus amount is based upon an exchange rate of 48.71 Indian Rupees to $1 and was actually paid in Indian Rupees.
(10)	Consists of an annual bonus of $80,832 paid to Mr. Desai and a bonus of $4,900 award to Mr. Desai in accordance with the Profit-Sharing Bonus Plan for 2009. See the discussion under the heading "Profit-Sharing Bonus Plan" for additional detail regarding the Profit- Sharing Bonus Plan.

 

Employment Agreements

Vikram Gulati

     We entered into a five year employment agreement, as amended, with Vikram Gulati, our Chief Executive Officer and President, effective June 30, 2005. The agreement, as amended, provides for, among other things: (i) an annual base salary of $225,000; (ii) a potential annual bonus in the amount of $275,000, subject to Mr. Gulati meeting certain objectives to be agreed upon with us; (iii) a grant of 500,000 stock options exercisable at $1.45 per share and a subsequent grant in 2006 of 400,000 options at $1.60; (vi) reimbursement of all reasonable relocation expenses incurred by Mr. Gulati; and (v) twenty-four months of severance pay (which shall consist of base salary plus the incentive compensation as set forth in Section 4.2 of the Agreement) commencing upon termination of the Agreement for reasons other than cause (as defined in the Agreement). In addition the agreement provides that upon the effectiveness of a Change in Control (as above): (a) option vesting shall be accelerated by twelve (12) months for all the remaining options, to the extent not vested and exercisable, and (b) in the event Venture Tech should own less than ten (10%) of our outstanding shares or we terminate Mr. Gulati’s employment or changes Mr. Gulati’s role (as defined in the Agreement) all remaining options, to the extent not vested and exercisable, shall become fully vested and exercisable.

Alok Bajpai

     We entered into a four year employment agreement, as amended, with Alok Bajpai effective September 7, 2006. The agreement, as amended, provides for: (i) annual base salary of 66,66,667 Indian rupees (equivalent to approximately $143,277 based on the exchange rate as of December 31, 2009)); (ii) a potential annual bonus in the amount of fifty percent of Mr. Bajpai’s annual base salary, subject to Mr. Bajpai meeting certain objectives to be agreed upon with us; (iii) stock options exercisable for 200,000 shares of our common stock to be issued on the effective date of the agreement with a strike price equal to Fair Market Value (as defined in the 2004 Plan) which vest in equal quarterly installments over four years; (iv) six (6) months notice period or six (6) month’s salary in lieu of notice in the event we terminate the agreement for reasons other than cause and (v) three (3) months notice period in the event Mr. Bajpai terminates the agreement. The Agreement also provides that upon the effectiveness of a Change in Control (as defined above) the vesting for all of the remaining options shall be accelerated by twelve (12) months as of the effective date of the Change of Control, and that all of the remaining option shares, to the extent not vested and exercisable, shall become fully vested and exercisable in the event that we terminate Mr. Bajpai’s employment.

Pankit Desai

     The employment agreement provides for: (i) annual base salary, which was initially set at $170,000, and is currently, $200,000; (ii) a potential annual bonus in the amount of fifty percent of Mr. Desai's annual base salary, subject to Mr. Desai meeting certain objectives to be agreed upon with us; (iii) an initial stock option grant exercisable for 50,000 shares of our common stock issued on Mr. Desai's start date with a strike price equal to Fair Market Value (as defined in the 2004 Plan) which vest in equal quarterly installments over four years; (iv) three months of salary and reimbursement of COBRA premiums in the event we terminate Mr. Desai's employment for reasons other than cause; and (v) reimbursement of relocation costs up to $60,000.

Other Employment Agreements

     In addition to the foregoing, we generally enter into indemnification agreements with each of our executive officers and directors pursuant to which we have agreed to indemnify such party to the full extent permitted by law, subject to certain exceptions, if such party becomes subject to an action because such party is a director, officer, employee, agent or fiduciary of the Company.

     Substantially all of our employees have agreed, pursuant to written agreement, not to compete with us, not to disclose our confidential information and not to solicit our employees.

Profit-Sharing Bonus Plan

We adopted a Profit-Sharing Bonus Plan for fiscal 2009 (the “2009 Plan”) in which certain members of the senior management team, including our Named Executive Officers, may be eligible to participate. The 2009 Plan was approved pursuant to resolutions duly adopted by the compensation committee (the “Committee”) of our Board of Directors (the “Board”) and the plan participants are subject to further approval by the Committee. The 2009 Plan provides for, among other things, (i) the incentive-based cash awards shall be determined based upon the EBITDA achieved during the applicable fiscal year relative to the EBITDA achieved during the immediately preceding fiscal year and relative to the target EBIDTA for the applicable fiscal year (for purposes of the 2009 Plan when calculating EBITDA the Company shall exclude stock option expense from such calculation) , (ii) ten percent (10%) of any incremental increase in EBITDA from 2008 to 2009 and thirty percent (30%) of any incremental EBITDA achieved over the target EBITDA for fiscal 2009 shall be allocated for the payment of incentive-based cash awards to be paid pursuant to the Plan and (iii) the bonuses awarded pursuant to the 2009 Plan shall be payable in two equal annual installments commencing after close of fiscal 2009, subject to continued employment of the plan participants at the time of payment. On February 28, 2010, the Committee decided to pay the bonuses awarded pursuant to the 2009 Plan in one lump sum payment of $4,900 due to the small dollar value of the awards.

     We also approved cash awards for our senior management team, including our Named Executive Officers with respect to fiscal 2008. Such cash awards approved were determined in accordance with the principles of the 2009 Plan, except that such cash awards were reduced to fifty percent of the amount calculated pursuant to the 2009 Plan. Pursuant to such Committee approval, members of our senior management team, including each of its Named Executive Officers, received cash awards payable in two equal installments as follows: $24,085 payable following fiscal 2008 and $24,085 payable at the end of 2009, subject to their continued employment.

Outstanding Equity Awards at Fiscal Year-End

     The table below sets forth the outstanding stock options for each Named Executive Officer as of December 31, 2009.
 

Option Awards
					Equity
					Incentive
					Plan
					Awards:
	Number of		Number of		Number of
	Securities		Securities		Securities
	Underlying		Underlying		Underlying
	Unexercised		Unexercised		Unexercised	Option
	Options		Options		Unearned	Exercise	Option
	(#)		(#)		Options	Price	Expiration
Name	Exercisable		Unexercisable		(#)	($)	Date
(a)	(b)		(c)		(d)	(e)	(f)
Vikram	500,000	(1)	—		—	$1.45	6/30/2015
Gulati	400,000	(2)	—		—	$1.60	1/10/2016
Alok	162,500	(3)	37,500	(3)	—	$1.40	9/7/2016
Bajpai
Pankit	50,000	(4)	—		—	$1.52	12/12/2015
Desai	10,156	(5)	2,344			$1.60	08/08/2016

____________________
 

(1)	One-sixteenth of such options vested immediately on date of grant, June 30, 2005 and the remaining options vested in fifteen equal quarterly installments commencing on September 30, 2005.
(2)	75,000 of such options vested immediately upon date of grant, January 10, 2006. The remaining 325,000 vested in thirteen equal quarterly installments through April 1, 2009.
(3)	Such option vests in sixteen equal quarterly installments commencing on December 7, 2006.
(4)	Such option vested in sixteen equal quarterly installments commencing on March 12, 2006.
(5)	Such option vests in sixteen equal quarterly installments commencing on November 8, 2006.

 

Director Compensation

     The following table sets forth certain information regarding the compensation earned by our non-employee directors for service as a director during 2009.

					Change in
					Pension
	Fees				Value and
	Earned			Non-Equity	Nonqualified
	or			Incentive	Deferred	All
	Paid in	Stock	Option	Plan	Compensation	Other
	Cash	Awards	Awards	Compensation	Earnings	Compensation	Total
Name	($)	($)	($)	($)	($)	($)	($)
(a)	(b)	(c)	(d)	(e)	(f)	(g)	(j)
Ravi	$20,000	—	—	—	—	—	$20,000
Adusumalli
Ajit Isaac(1)	$2,219	—	—	—	—	—	$2,219
Babar	$2,219	—	—	—	—	—	$2,219
Khan(2)
Srinivasa	$20,000	—	—	—	—	—	$20,000
Raju
Sandeep	$20,000	—	—	—	—	—	$20,000
Reddy

____________________
  

(1) Mr. Isaac’s term as a member of the Board of Directors expired at the 2009 annual meeting of shareholders on June 11, 2009.

(2) Mr. Khan resigned from the Company’s the Board of Directors effective September 30, 2009 in connection with his decision to leave SB Asia Infrastructure Fund to pursue other opportunities.

Our policy for compensating non-employee directors provides for the following payments: (i) for Committee Chairpersons and Chairman of the Board $20,000 annual fee to be paid in arrears after our Annual Shareholders’ Meeting (such annual fee shall be pro-rated for Chairpersons who serve less than one year) and (ii) for directors not covered in subsection (i) $5,000 annual fee to be paid in arrears after our Annual Shareholders’ Meeting (such annual fee shall be pro-rated for directors who serve less than one year). We reimburse Directors for reasonable travel expenses incurred when traveling on Company business. Members of the Board of Directors, including non-employee Directors, also are eligible to receive option grants pursuant to the 2004 Equity Incentive Award Plan (the “2004 Plan”). We did not issue any option grants to any of our non-employee directors during 2009.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

     The following table sets forth certain information as of April 21, 2010 with respect to the beneficial ownership of common stock of the Company by the following: (i) each of the Company's current directors; (ii) each of the Named Executive Officers; (iii) the current executive officers; (iv) all of the executive officers and directors as a group; and (v) each person known by the Company to own beneficially more than five percent (5%) of the outstanding shares of the Company's common stock.

     For purposes of the following table, beneficial ownership is determined in accordance with the applicable SEC rules and the information is not necessarily indicative of beneficial ownership for any other purpose. Except as otherwise noted in the footnotes to the table, we believe that each person or entity named in the table has sole voting and investment power with respect to all shares of the Company’s common stock shown as beneficially owned by that person or entity (or shares such power with his or her spouse). Under the SEC’s rules, shares of the Company’s common stock issuable under options that are exercisable on or within 60 days after April 21, 2010 (“Presently Exercisable Options”) are deemed outstanding and therefore included in the number of shares reported as beneficially owned by a person or entity named in the table and are used to compute the percentage of the common stock beneficially owned by that person or entity. These shares are not, however, deemed outstanding for computing the percentage of the common stock beneficially owned by any other person or entity.

     The percentage of the common stock beneficially owned by each person or entity named in the following table is based on 41,249,688 shares of common stock outstanding as of April 21, 2010 plus any shares issuable upon exercise of Presently Exercisable Options held by such person or entity.

     Unless otherwise indicated, the address for the individuals below is that of the Company address.

Name and Address of		Amount and Nature of		Percent
Beneficial Owner		Beneficial Ownership (1)		of Class (2)
(i)	Certain Beneficial
	Owners (others than those
	set forth below under
	Section (ii)):
	SB Asia Infrastructure
	Fund LP(3)	25,947,122	(4)	63	%
	Venture Tech Assets
	Ltd.(5)	25,947,122	(6)	63	%
(ii)	Directors and Executive Officers:
	Vikram Gulati	900,000	(7)	2	%
	Ravi Adusumalli	—		*
	Sandeep Reddy	10,849,084	(8)	26	%
	Srinivasa Raju	—	(9)	*
	Alok Bajpai	187,500	(10)	*
	Kalyan Sundaram Mahalingam	75,000	(11)	*
	Pankit Desai	76,218	(12)
(iii)	All Directors and
	executive officers as a
	group (7 persons)	12,087,802	(13)	28	%

____________________

*	Less than one percent.
(1)	Except as set forth in the footnotes to this table and subject to applicable community property law, the persons named in the table have sole voting and investment power with respect to all shares of Common Stock shown as beneficially owned by such shareholder.
(2)	Applicable percentage of ownership is based on 41,249,688 shares of Common Stock outstanding on April 21, 2010, plus any presently exercisable stock options held by each such holder, and options which will become exercisable within sixty (60) days after April 21, 2010.
(3)	The address for SB Asia Infrastructure Fund L.P. (“SAIF”) is Ugland House, P.O. Box 309, George Town, Grand Cayman, Cayman Islands. SB Asia Pacific Partners LP is the sole general partner of SAIF. The address for SB Asia Pacific Partners LP is Ugland House, P.O. Box 309, George Town, Grand Cayman, Cayman Islands. SB Asia Pacific Investments Limited is the sole general partner of SB Asia Pacific Partners LP. The address for SB Asia Pacific Investment Limited is Ugland House, P.O. Box 309, George Town, Grand Cayman, Cayman Islands. Asia Infrastructure Investments Limited is the sole shareholder of SB Asia Pacific Investment Limited. The address for Asia Infrastructure Investments Limited is Ugland House, P.O. Box 309, George Town, Grand Cayman, Cayman Islands. SB First Singapore Pte. Ltd. is the voting shareholder of Asia Infrastructure Investments Limited that exercises control with respect to Asia Infrastructure Investments Limited’s interest in SB Asia Pacific Investments Limited. The address for SB First Singapore Pte. Ltd. is 8 Cross Street, #11-000 PwC Building, Singapore, 048424. SOFTBANK Corp. is the sole shareholder of SB First Singapore Pte. Ltd. The address for SOFTBANK Corp. is 24-1, Nihonbashi-Hakozakicho, Chuo-ku, Tokyo 103-8501.

 

(4)	Represents 15,098,038 shares of Common Stock held by SAIF and an aggregate of 10,849,084 shares of Common Stock held by Venture Tech Assets Ltd. (“Venture Tech”). SB Asia Infrastructure Fund, L.P. (“SAIF”) is a party to (i) a Common Stock Purchase Agreement, dated as of September 29, 2004, as amended March 21, 2005 (the “2004 Purchase Agreement”), by and among Intelligroup, Inc. (the “Company”), SAIF and Venture Tech and (ii) a Common Stock Purchase Agreement, dated as of March 30, 2006, by and among the Company, SAIF and Venture Tech (the “2006 Purchase Agreement,” and together with the 2004 Purchase Agreement, the “Purchase Agreements”). Pursuant to the Purchase Agreements, Venture Tech acquired an aggregate of 9,215,687 shares of Common Stock. In addition, Venture Tech has disclosed that in June 2005 it acquired an aggregate of 1,633,397 shares of Common Stock in an open market purchase. The Purchase Agreements provide for, under certain conditions, the designation by SAIF and Venture Tech of up to five members of the board of directors of the Company. By virtue of the Purchase Agreements, SAIF may be deemed a group with Venture Tech within the meaning of Section 13(d)(3) of the Act, and as a result, to have beneficial ownership of the 10,849,084 shares of Common Stock beneficially owned by Venture Tech. SAIF disclaims such beneficial ownership. SAIF has the sole power to vote or direct the vote and to dispose or to direct the disposition of 15,098,038 shares of Common Stock. Because of its position as the sole general partner of SAIF, SB Asia Pacific Partners LP has the sole power to vote or direct the vote and to dispose or to direct the disposition of 15,098,038 shares of Common Stock. Because of its position as sole general partner of SB Asia Pacific Partners LP, SB Asia Pacific Investment Limited has the sole power to vote or direct the vote and to dispose or to direct the disposition of 15,098,038 shares of Common Stock. Because of its position as the sole shareholder of SB Asia Pacific Investment Limited, Asia Infrastructure Investments Limited has the sole power to vote or direct the vote and to dispose or to direct the disposition of 15,098,038 shares of Common Stock. Because of its position as the voting shareholder of Asia Infrastructure Investments Limited (which exercise control with respect to Asia Infrastructure Investment Limited’s interest in SB Asia Pacific Investments Limited), the sole shareholder of SB Asia Investments Limited, the sole general partner of SB Asia Pacific Partners, LP, and the sole general partner of SAIF, SB First Singapore Pte. Ltd. has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 15,098,038 shares of Common Stock.
(5)	The address for Venture Tech is 4 Whitcome Mews, Richmond TWP 4BT, United Kingdom.
(6)	Represents 10,849,084 shares of Common Stock held by Venture Tech and 15,098,038 shares of Common Stock held by SB Asia Infrastructure Fund, L.P. (“SAIF”). Venture Tech is a party to (i) a Common Stock Purchase Agreement, dated as of September 29, 2004, as amended March 21, 2005 (the “2004 Purchase Agreement”), by and among Intelligroup, Inc. (the “Company”), SAIF, and Venture Tech and (ii) a Common Stock Purchase Agreement, dated as of March 30, 2006, by and among the Company, SAIF and Venture Tech (the “2006 Purchase Agreement,” and together with the 2004 Purchase Agreement, the “Purchase Agreements”). The Purchase Agreements provide for, under certain conditions, the designation by SAIF and Venture Tech of up to five members of the board of directors of the Company. By virtue of the Purchase Agreements, Venture Tech may be deemed a group with SAIF within the meaning of Section 13(d)(3) of the Act, and as a result, to have beneficial ownership of the 15,098,038 shares of Common Stock beneficially owned by SAIF. Venture Tech disclaims such beneficial ownership.

 

(7)	Represents 900,000 shares of Common Stock underlying Presently Exercisable Options.
(8)	Represents 10,849,084 shares of Common Stock held by Venture Tech. Due to Mr. Reddy’s position as shareholder and sole director of Venture Tech, Mr. Reddy may be deemed to have indirect beneficial ownership of the shares of Common Stock beneficially owned by Venture Tech.
(9)	Previously the Company had reported that Mr. Raju may be deemed an indirect beneficial owner of the 10,849,084 shares of Common Stock held by Venture Tech because Mr. Raju’s minor child was a shareholder of Venture Tech. However, such child is no longer a minor and does not live with Mr. Raju. Therefore, Mr. Raju is no longer deemed a beneficial owner of such shares.
(10)	Represents 187,500 shares of Common Stock underlying Presently Exercisable Options. Excludes 12,500 shares of Common Stock underlying options that are not exercisable within sixty days of April 21, 2010.
(11)	Represents 75,000 shares of Common Stock underlying Presently Exercisable Options. Excludes 25,000 shares of Common Stock underlying options that are not exercisable within sixty days of April 21, 2010.
(12)	Represents 14,500 shares owned directly by Mr. Desai and 61,718 shares of Common Stock underlying Presently Exercisable Options. Excludes 782 shares of Common Stock underlying options that are not exercisable within sixty days of April 21, 2010.
(13)	See footnotes 7 – 12 above.

Equity Compensation Plans

     The following table summarizes securities authorized for issuance under our equity compensation plans as of December 31, 2009.

					Number of securities
	Number of securities to		Weighted-average		remaining available for
	be issued upon exercise		exercise price of		future issuance under
	of outstanding options		outstanding options		equity compensation plans
Equity compensation plans		2,731,869		$1.91		1,878,179
approved by security holders
Equity compensation plans not
approved by security holders		0		—		65,000
Total		2,731,869		$1.91		$1,943,179

 

Equity Compensation Plans Approved by Security Holders

     The 2004 Plan was approved by the Company’s Board of Directors on April 5, 2004 and adopted by the Company’s shareholders on June 8, 2004. The maximum number of shares of Common Stock reserved for issuance under the 2004 Plan, as amended, shall be equal to 1,600,000, plus the number of shares of Common Stock which are or become available for issuance under the Company’s 1996 Stock Plan (the “1996 Plan”), and which are not issued under such plan. Those eligible to receive stock option grants or stock purchase rights under the 2004 Plan include employees, non-employee Directors and consultants. The Compensation Committee administers the 2004 Plan. Subject to the provisions of the 2004 Plan, the administrator of the 2004 Plan has the discretion to determine the optionees and/or grantees, the type of equity awards to be granted (incentive stock options and nonqualified stock options, restricted stock, stock appreciation rights, performance shares, performance stock units, stock payments, deferred stock, restricted stock units, other stock-based awards, and performance-based awards), the vesting provisions, the terms of the grants and such other related provisions as are consistent with the 2004 Plan. The exercise price of a stock option may not be less than the fair market value per share of the Common Stock on the date of grant or, in the case of an optionee who beneficially owns 10% or more of the outstanding capital stock of the Company, not less than 110% of the fair market value per share on the date of grant. Notwithstanding the foregoing, the Compensation Committee is authorized to issue options to purchase up to 500,000 shares of Common Stock with an option exercise price of less than 100% of the fair market value of the Common Stock on the date of grant. The options terminate not more than ten years from the date of grant, subject to earlier termination on the optionee’s death, disability or termination of employment with the Company, but provide that the term of any options granted to a holder of more than 10% of the outstanding shares of capital stock may be no longer than five years. Options are not assignable or otherwise transferable except by will or the laws of descent and distribution. The Compensation Committee may provide that if a Change in Control (as defined in the 2004 Plan) of the Company occurs and any awards made pursuant to the 2004 Plan are not converted, assumed or replaced by a successor, then all outstanding awards that are not converted, assumed or replaced will become fully vested and exercisable.

     The Compensation Committee, subject to approval of the Board, may terminate, amend, or modify the 2004 Plan at any time; provided, however, that stockholder approval must be obtained for any amendment to the extent necessary or desirable to comply with any applicable law, regulation or stock exchange rule, to increase the number of shares available under the 2004 Plan, to permit the Compensation Committee to grant options with an exercise price below fair market value on the date of grant, or to extend the exercise period for an option beyond ten years from the date of grant. The 2004 Plan terminates on June 8, 2014 unless terminated earlier by the Company’s Board of Directors.

     The 1996 Plan was adopted by the Board of Directors and approved by the shareholders of the Company on June 3, 1996, and became effective on July 12, 1996. Those eligible to receive stock option grants or stock purchase rights under the 1996 Plan include employees, non employee Directors and consultants. The Compensation Committee of the Board of Directors of the Company administers the 1996 Plan. Subject to the provisions of the 1996 Plan, the Compensation Committee has the discretion to determine the optionees and/or grantees, the type of options to be granted (incentive stock options (“ISOs”) or non qualified stock options (“NQSOs”)), the vesting provisions, the terms of the grants and such other related provisions as are consistent with the 1996 Plan. The exercise price of an ISO may not be less than the fair market value per share of the Common Stock on the date of grant or, in the case of an optionee who beneficially owns 10% or more of the outstanding capital stock of the Company, not less than 110% of the fair market value per share on the date of grant. The exercise price of a NQSO may not be less than 85% of the fair market value per share of the Common Stock on the date of grant or, in the case of an optionee who beneficially owns 10% or more of the outstanding capital stock of the Company, not less than 110% of the fair market value per share on the date of grant. The purchase price of shares issued pursuant to stock purchase rights may not be less than 50% of the fair market value of such shares as of the offer date of such rights. The options terminate not more than ten years from the date of grant, subject to earlier termination on the optionee’s death, disability or termination of employment with the Company, but provide that the term of any options granted to a holder of more than 10% of the outstanding shares of capital stock may be no longer than five years. Options are not assignable or otherwise transferable except by will or the laws of descent and distribution. In the event of a merger or consolidation of the Company with or into another corporation or the sale of all or substantially all of the Company’s assets in which the successor corporation does not assume outstanding options or issue equivalent options, the Board of Directors of the Company is required to provide accelerated vesting of outstanding options. As of June 8, 2004, the Company ceased granting options under the 1996 Plan.

     The 1996 Non-Employee Director Plan was approved by the Board of Directors on June 3, 1996. The shareholders adopted the Company’s 1996 Non-Employee Director Stock Option Plan (the “Director Plan”) and it became effective on July 12, 1996. The Director Plan provides for the grant of options to purchase a maximum of 140,000 shares of Common Stock of the Company to non-employee Directors of the Company. The Board of Directors administers the Director Plan.

Equity Compensation Plans Not Approved by Security Holders

     On October 31, 2000, the Company’s Board of Directors approved the grant of an option to several employees for an aggregate of 105,000 shares of Common Stock at an exercise price of $2.063 per share. Sixty-five thousand (65,000) of such options were cancelled in 2003 in connection with the termination of the employees to whom such options were granted. On November 1, 2000, the Company’s Board of Directors approved the grant of an option to former Chief Financial Officer Nicholas Visco for 60,000 shares of Common Stock at an exercise price of $2.00 per share. Each of the above options vest in four equal semiannual installments beginning on the first six-month anniversary of the date of grant and expire on the tenth anniversary of the date of grant. If the grantee’s employment relationship terminates on account of disability or death, the grantee or grantee’s estate, as the case may be, may exercise any outstanding options for one year following the termination. If termination is for any other reason, the grantee may exercise any outstanding options for 90 days following such termination. The options are not assignable or otherwise transferable except by will or the laws of descent and distribution and shall be exercisable during the grantee’s lifetime only by the grantee.

     The Board of Directors is required to make appropriate adjustments in connection with such option grants in each October and November to reflect stock splits, stock dividends and other similar changes in capitalization. The option grants also contain provisions addressing the consequences of a merger, consolidation or sale of all or substantially all of the Company’s assets. Upon the occurrence of such events, all outstanding options are to be assumed, or substituted for, by the acquiring or succeeding corporation. However, if the acquiring or succeeding corporation does not agree to assume, or substitute for, outstanding options, then the Board of Directors must accelerate the options to make them fully exercisable and notify the grantee that the option shall be fully exercisable for a period of 15 days from the date of such notice.

Item 13. Certain Relationships and Related Transactions, and Director Independence.

Certain Relationships and Related Transactions

     Effective August 1, 2005, Intelligroup Asia Pvt. Ltd. (“IGA”) entered into an agreement to lease certain premises for certain of our India operations from ILABS Hyderabad Technology Center Pvt. Ltd. (“iLabs”), a party with which two members of our Board of Directors, Srinivasa Raju and Sandeep Reddy are affiliated. The terms of the lease agreement provide for, among other things: (1) a minimum lease period of five years with an option for two three-year renewal periods; (2) payment of a security deposit in the amount of 15,282,000 Indian rupees (approximately $352,000); (3) payment of monthly lease fees in the amount of 1,698,000 Indian rupees (approx. $40,000), subject to yearly five percent (5%) escalation; and (4) monthly operations and maintenance fees of 283,000 Indian rupees (approximately $7,000). Prior to entering into this lease, the disinterested members of our Board of Directors reviewed the proposed lease and determined that the terms and conditions were no less favorable to us than could be obtained from unrelated third parties.

     Effective December 10, 2009, IGA entered into an agreement to lease additional premises for certain of the Company’s India operations iLabs. The terms of the lease provide for, among other things: (1) a minimum lease period of 3 years with an option for two three-year renewal periods; (2) monthly rent in the amount of 499,800 Indian rupees (approximately $10,704), subject to fifteen percent (15%) escalation upon each renewal period; (2) payment of a security deposit equivalent to four (4) months’ rent in the amount of 1,999,200 Indian rupees (approximately $42,814), subject to fifteen percent (15%) escalation; and (3) monthly operations and maintenance fees of 96,285 Indian rupees (approximately $2,062).

     Under such lease, IGA is subject to a lock-in period for the initial term of the lease, except for a termination in connection with iLABs’ breach, an eminent domain event or a force majeure event. If IGA terminates the lease during the lock-in period, IGA shall be responsible for any rent payments for the remaining term of the lease during the lock-in period. The total amount of rent due during the lock-in period is 17,992,800 (approximately $385,326).

     Our Board of Directors has adopted a policy requiring that any transactions between us and our officers, directors, principal shareholders and their affiliates be on terms no less favorable to us than could be obtained from unrelated third parties. In addition, New Jersey law requires that any such transactions be approved by a majority of the disinterested members of our Board of Directors.

Director Independence

     Our common stock is not listed on a national securities exchange and therefore we are not subject to any corporate governance requirements regarding independence of board or committee members. However, we have chosen the definition of independence contained in the NASDAQ rules as benchmark to evaluate the independence of our directors. Under NASDAQ rules, a director will only qualify as an “independent director” if, in the opinion of our Board of Directors, that person does not have a relationship which would interfere with the exercise of independent judgment in carrying out the responsibilities of a Director. Our Board of Directors has determined that none of our directors qualify as an “independent director” as defined under Rule 4200(a)(15) of the NASDAQ Stock Market, Inc. Marketplace Rules.

Item 14. Principal Accounting Fees and Services.

Audit Fees

     Audit fees consist of fees for the audit of our financial statements, the review of the interim financial statements included in our quarterly reports on Form 10-Q and other professional services provided in connection with international statutory audits and regulatory filings or engagements.

     Ernst & Young, India ("Ernst & Young"), which was appointed as our independent registered accounting firm commencing with the second quarter review billed us an aggregate of $344,431 in audit fees for the year ended December 31, 2009.

     Ernst & Young LLP (“E&Y US”) billed us an aggregate of $40,322 in audit fees for the year ended December 31, 2009 for professional services rendered in connection with the first quarter review. E&Y US billed us an aggregate of $573,365 in audit fees for the years ended December 31, 2009 and 2008, respectively.

Audit Related Fees

     Ernst & Young billed us an aggregate of $24,250 in audit-related fees for the year ended December 31, 2009, which principally included professional services related to correspondence between the Company and the SEC.

     E&Y US billed us an aggregate of $22,000 in audit-related fees for the year ended December 31, 2008, which principally included the audit of our employee benefit plan for the year ended December 31, 2007.

Tax Fees

     Ernst & Young billed us an aggregate of $45,000 for tax fees for the year ended December 31, 2009, which included tax compliance, tax advice and tax planning services.

     E&Y US billed us an aggregate of $49,644 for tax fees for the year ended December 31, 2008, which included tax compliance, tax advice and tax planning services.

All Other Fees

No other fees were billed for the years ended December 31, 2009 and 2008.

Pre-Approval Policies

     The Audit Committee has sole and direct responsibility for setting the compensation of our independent registered public accounting firm. The Audit Committee pre-approves all audit services to be provided to us, whether provided by our independent registered public accounting firm or other firms, and all other services (review, attest and non-audit) to be provided to us by our independent registered public accounting firm; provided, however, that de minimis non-audit services may instead be approved in accordance with applicable SEC rules. The Audit Committee approved the services described above under audit-related fees rendered in connection with the audit of the employee benefit plans and Sarbanes-Oxley compliance.

EXHIBIT INDEX

Exhibit No.		Description of Exhibit
10.1	†*	Letter Agreement dated November 2, 2005 between Pankit Desai and the Company.
31.1	†	Certifications of Chief Executive Officer Pursuant to Rule 13a-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	†	Certifications of Chief Financial Officer Pursuant to Rule 13a-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

____________________
 

*	A management contract or compensatory plan or arrangement.
†	Filed herewith.

 

SIGNATURES

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 this 30th day of April 2010.

INTELLIGROUP, INC.
By: /s/	Vikram Gulati
	Vikram Gulati
	Chief Executive Officer

     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 date indicated.

Signature			Title		Date
/s/	VIKRAM GULATI	Chief Executive Officer		April 30, 2010
	Vikram Gulati	and Director
/s/	ALOK BAJPAI	Chief Financial Officer		April 30, 2010
	Alok Bajpai	and Principal Accounting Officer
/s/	RAVI ADUSUMALLI	Director		April 30, 2010
	Ravi Adusumalli
		Director		April 30, 2010
	Srinivasa Raju
/s/	SANDEEP REDDY	Director		April 30, 2010
	Sandeep Reddy

EX-10.1

November 2, 2005

Pankit Desai
1303 Bernardo Avenue
Escondido CA 92029

Dear Pankit,

It has been a pleasure talking with you about your career opportunities at Intelligroup; you are the kind of person that we are looking for to play a key role in helping to drive the business towards achieving its market potential. We’re convinced that you can make an immediate impact reaping both professional and financial rewards. In short, we want you to join our team.

The position:

Your title shall be Vice President Client Services. Your expected start date is yet to be determined. You will report directly to Vikram Gulati, Chief Executive Officer.

Cash Compensation

The base salary for the position is $7,083.33 per semi -monthly pay period. This equates to an annual rate of $170,000. You will also eligible to participate in the Intelligroup Management by Objectives Incentive Plan with a 50% of base salary bonus opportunity. For the first year of employment, this bonus will be prorated to 50% of your base salary paid from your start date through December 31, 2005. The parameters of the MBO plan will be reviewed with you within in the first 30 days of your employment. Please note that Intelligroup, in its sole discretion, reserves the right to administer, interpret, or modify any elements of the Management by Objectives plan.

Stock Options:

In addition to the cash compensation detailed above, and subject to the Board of Directors approval, you will receive a stock option grant of 50,000 shares of Intelligroup common stock. Vesting of stock options will be in accordance with the Company’s standard four-year quarterly vesting schedule. The exercise price shall be the closing price of the stock as stated in the Wall Street Journal on one day prior to your first day of your employment.

All options granted are subject to the Company’s stock plan and the standard stock option agreement and subject to the execution of the enclosed non – disclosure, non-compete agreement. Please refer to and adhere to the Intelligroup policies on insider trading before engaging in any sales, regardless of how the options or stock may have been acquired.

Termination:

Cause. The Company may terminate the Employee’s employment for Cause. For purposes of the Agreement, “Cause” shall mean (A) any act of dishonesty or knowing or willful breach of fiduciary duty by Employee ; (B) commission of a felony involving moral turpitude or unlawful, dishonest, or unethical conduct that a reasonable person would consider damaging to the reputation of the Company or any conduct which is in violation of the Company’s policies; (C) any material breach of any provision of the Agreement, or any other agreements between the Employee and Company, by the Employee; or (D) insubordination or refusal to perform assigned duties consistent with duties of the Employee’s position or to comply with the reasonable directions of the Chief Employee Officer or Company’s Board of Directors. If the Employee’s employment is terminated for Cause, the Company shall pay the Employee his full accrued Base Salary through the date of termination at the rate in effect at the time of such termination, and the Company shall have no further obligation to the Employee under the Agreement or under any other agreements or plans. All other compensation accruing after the termination including, without limitation, bonuses, severance and/ or stock option grants shall be forfeited if the Employee is terminated for Cause, except to the extent vested prior to such termination.

Severance:

You shall be eligible for three (3) months of severance pay following the termination of this Agreement unless the agreement is terminated for Cause. The payments shall commence upon the day following termination and continue for a period of three (3) months in accordance with the Company’s standard payroll practices. Severance pay shall include, in addition to base salary, reimbursement of COBRA premiums to the extent that you are not covered by the Company’s health plans during the severance period.

Benefit Programs:

As an Intelligroup employee, you will be eligible to participate in the Company’s 401K, medical, dental, disability, and life insurance benefit programs. Your vacation allowance will be 20 days. Summaries of these plans will be included in your new hire packet.

Relocation:

Intelligroup requires the VP client Services, to perform services under this offer of employment in its Headquarters currently located in Edison, NJ. Relocation expenses, including closing costs for the sale of your existing home, will be reimbursed provided the appropriate receipt documentation for actual expenses incurred is provided for approval by Chief Executive Officer, however the total relocation reimbursement amount is capped and cannot exceed $60,000.

Conditions

Also enclosed is a copy of our employees agreement regarding, inventions, confidentiality and non competition. This offer is conditional on your executing the agreement and on you being able to supply proof of your eligibility to work in the United States (Form I-9).

To indicate your acceptance of this offer, please sign and date this letter in the space provided and return it to Intelligroup Human Resources, Attention, Shirley Spoors, VP Human Resources, 499, Thornall, Edison, NJ 08837, along with a fully executed copy of the Employment Agreement regarding Inventions, Confidentiality, and Non –Competition. A duplicate original is enclosed for your records.

This letter along with the above mentioned agreement relating to the proprietary rights between you and the company and any stock option agreements, set forth the terms of your employment with the Company and supersede any prior representations or agreements, whether written or oral. This letter may not be modified or amended except by written agreement signed by you and myself.

Intelligroup reserves the right to withdraw this offer of employment if not accepted by you in seven (7) days of receipt or if any representations by you cannot be verified. This offer becomes valid upon Intelligroup’s acceptance of the signed offer letter.

It is recognized that this offer of employment is not intended to create a contract of employment and both Intelligroup and you retain the right to terminate the employment relationship at any time without cause subject to the provisions of this Agreement. This Agreement is bonding on, and shall injure to the benefit of, the successors and assigns of the Company (including, without limitation, the surviving party to a Change of Control).

Sincerely,

/s/ Shirley Spoors
Shirley Spoors
Vice President – Human Resources
Intelligroup, Inc.

The undersigned accepts the above employment offer, agrees that it contains the terms of employment with Intelligroup, and that there are no other terms, expressed or implied. By accepting this offer of employment, the undersigned is acknowledging that no prior employment obligations or other contractual restrictions exist which preclude employment with Intelligroup. It is further understood that this offer is confidential and disclosure outside of your family or financial, accounting, and/or legal advisors, may result in termination of employment or withdrawal of this offer.

Accepted:
/s/ Pankit Desai
Pankit Desai	Date : 11/23/2005
__XXX-XX-XXXX__________
Social Security Number

Intelligroup, Inc. Standard Employee Terms (“Agreement”)

Pankit Desai Date: November 8, 2005

In consideration of employment with the Company and all the benefits conferred by such employment including, without limitation, any stock option grants now or in the future by the Company, as well as the future access to confidential information to which I shall be privileged by virtue of entering this Agreement, the receipt and sufficiency of which are acknowledged, I, the above-named Employee, hereby agree with the Company as follows.

1.0. Definitions.

1.1. “Company” shall refer to Intelligroup, Inc. and/or its direct or indirect subsidiaries and affiliates.

1.2. "Confidential Information" shall mean a) proprietary information which the Company possesses, or to which the Company has rights, which has commercial value including without limitation, trade secrets, product ideas, designs, configurations, processes, techniques, formulas, software, improvements, inventions, data, know-how, copyrightable materials, marketing plans and strategies, sales and financial reports and forecasts, lists of present and prospective customers, lists of present or former employees, and any information relating to research, development, programming, purchasing, accounting, engineering, merchandising and licensing as well as any information developed by in the course of my employment with the Company including information relating to inventions under Section 4 below, as well as any other information to which I may have access in connection with your employment; b) any other information of the Company which is designated as “Confidential” or “Proprietary” or by its nature reasonably should be considered “Confidential”; or c) information of others including, without limitation, the customers, partners or other companies or individuals with which the Company conducts business, which is designated or otherwise would reasonably be designated as the confidential or proprietary information of such companies under their policies, procedures or agreements with the Company and, in the absence of such policies, procedures or agreements, by applying the definition of “Confidential Information” as described above to such information. I understand that as an employee of Intelligroup it is my duty to understand the nature of Confidential Information and I will request clarification as necessary.

2. Intelligroup Policies. I understand that Intelligroup has developed certain employment practices, policies and procedures. I agree to review and abide by all Intelligroup’s employment practices, policies and procedures set forth in the Intelligroup Employee Handbook or otherwise distributed by Intelligroup’s Human Resources Department.

3. Confidentiality. I understand and agree that my employment creates a relationship of confidence and trust between myself and the Company with respect all Confidential Information. At all times, both during my employment with the Company and after its termination, I will keep in confidence and trust all such Confidential Information, and will not use or disclose any such Confidential Information without the advance written consent of the Company, except as may be necessary in the ordinary course of performing my duties to the Company. The restrictions set forth in this Section 2 will not apply to information which is generally known to the public or in the trade, unless such knowledge results from an unauthorized disclosure by me, but this exception will not affect the application of any other provision of this Agreement to such information in accordance with the terms of such provision. I likewise agree to immediately report to my supervisor any violation of the Company’s security measures or prohibited disclosure of Confidential Information by any person or organization. I agree to immediately report to my supervisor the names of any persons or organizations that attempt to obtain Confidential Information from me.

4. Documents, records, etc. All documents, records, apparatus, equipment and other physical property, including but not limited to papers, notebooks, manuals, reports, desktops, laptops, printers, mobile phones, remote email assistants, computer files, software, vehicles, tools, keys, entry cards or badges, credit authorizations, user identifications and passwords, whether or not pertaining to Proprietary Information, which are furnished to me by the Company or are produced by me in connection with my employment will be and remain the sole property of the Company. I will return to the Company all such materials and property as and when requested by the Company. In any event, I will return all such materials and property immediately upon termination of my employment for any reason. I will not take with me any such material or property or any copies thereof upon such termination.

5. Ownership of Inventions. I agree that any and all writings, inventions, improvements, processes, procedures, and/or techniques, which I make, conceive, discover or develop, in whole or in part, either alone or jointly with others, directly or indirectly related to my employment with the Company (“Work Product”), shall be the sole property of the Company. The Company will be the sole owner of all patents, copyrights and other proprietary rights in and with respect to such Work Product. To the fullest extent permitted by law, such Work Product will be deemed works made for hire. I hereby transfer and assign to the Company any proprietary rights which I may have or acquire in any such Work Product, and I waive any moral rights or other special rights which I may have or accrue therein. I agree to execute any documents and take any actions that may be required to effect and confirm such transfer and assignment and waiver. The provisions of this Section 4 will apply to all Work Products which are conceived or developed during the term of my employment with the Company, whether before or after the date of this Agreement, and whether or not further development or reduction to practice may take place after termination of my employment, for which purpose it will be presumed that any Work Product conceived by me which are reduced to practice within one year after termination of my employment were conceived during the term of my employment with the Company unless I am able to establish a later conception date by clear and convincing written evidence. The provisions of this Section 5 will not apply, however, to any Inventions which may be disclosed in a separate Schedule attached to this Agreement prior to its acceptance by the Company, representing Inventions made by me prior to my employment by the Company.

6. Disclosure of Inventions. I agree promptly to disclose to the Company, or any persons designated by it, in writing, all Work Products which are or may be subject to the provisions of Section 5.

7. Obtaining and Enforcing Proprietary Rights. I agree to assist the Company, at the Company's request from time to time and at the Company's expense, to obtain and enforce patents, copyrights or other proprietary rights with respect to Work Product in any and all countries. I will execute all documents reasonably necessary or appropriate for this purpose. This obligation will survive the termination of my employment, provided that the Company will compensate me at a reasonable rate after such termination for time actually spent by me at the Company's request on such assistance. In the event that the Company is unable for any reason whatsoever to secure my signature to any document reasonably necessary or appropriate for any of the foregoing purposes (including renewals, extensions, continuations, divisions or continuations in part), I hereby irrevocably designate and appoint the Company and its duly authorized officers and agents as my agents and attorneys-in-fact to act for me and on my behalf, but only for the purpose of executing and filing any such document and doing all other lawfully permitted acts to accomplish the foregoing purposes with the same legal force and effect as if executed by me.

8. Solicitation of Employees. I agree that during and for a period of twelve (12) months immediately following the termination of my employment with the Company for any reason, whether with or without cause, I shall not either directly or indirectly solicit, induce, recruit or encourage any of the Company’s employees or independent contractors to leave their employment or end their business relationship with the Company, or take away such employees or independent contractors, or attempt to solicit, induce, recruit, encourage, or take away any of the Company’s employees or independent contractors, either for myself or for any other person or entity. I agree that if I breach, or propose to breach, any portion of this Section 8, the Company shall be entitled, in addition to all other remedies that it may have, to damages, damages associated with recruiting costs and training costs for replacing Company’s employee.

9. Competitive Activities. I agree that while I am employed by the Company and for a period of twelve (12) months following the termination of my employment with the Company for any reason, whether with or without cause, I will not, without the Company’s express written consent, directly or indirectly, whether as owner, partner, shareholder, director, officer, consultant, agent, employee, contractor, or otherwise: a) engage in any business that, in a reasonable judgement of the Company, is competitive with the Company or which may, in the reasonable judgement of the Company , become competitive with the Company in the foreseeable future, or assist others in any business that is competitive with the Company; b) solicit or accept employment or similar business from, contract with or otherwise assist any customer, partner or other company with which the Company had a business agreement within twelve (12) months preceding the solicitation of such services, except in the course of your employment with the Company; or c) cause or seek to have any customer, partner or other company which the Company has a business agreement with to end or otherwise detrimentally alter their business relationship with the Company.

I understand that the restrictions set forth in this Section 9 are intended to protect the Company's legitimate interest in its Proprietary Information and established customer relationships and goodwill, and agree that such restrictions are necessary, reasonable and appropriate for this purpose.

10. Third-Party Agreements and Rights. I hereby confirm that I am not bound by the terms of any agreement with any previous employer or other party which restricts in any way my use or disclosure of information or my engagement in any business, except as may be disclosed in a separate Schedule attached to this Agreement prior to its acceptance by the Company. I have delivered to the Company true and complete copies of any agreements listed on said Schedule. I represent to the Company that my execution of this Agreement, my employment with the Company and the performance of my proposed duties for the Company will not violate any obligations I may have to any such previous employer or other party. In my work for the Company, I will not disclose or make use of any information in violation of any agreements with or rights of any such previous employer or other party, and I will not bring to the premises of the Company any copies or other tangible embodiments of non-public information belonging to or obtained from any such previous employment or other party.

11. Other Employment. During the term of my employment with the Company, I agree to keep the Company informed of any outside employment rendered by me and that such employment will not adversely affect my employment with the Company. For a period of one (1) year after the termination of my employment with the Company, I will inform any prospective employer, before accepting such employment, of the terms of this Agreement.

12. Equitable Remedies. I agree that it would be difficult to measure any damages caused to the Company which might result from any breach of the terms of this Agreement, and that in any event money damages would be an inadequate remedy for any such breach. Accordingly, I agree that if I breach, or propose to breach, any portion of this Agreement, the Company shall be entitled, in addition to all other remedies that it may have, to an injunction or other appropriate equitable relief to restrain any such breach without showing or proving any actual damage to the Company. In addition, the party seeking to enforce performance of the terms of this Agreement shall be entitled to all reasonable attorneys fees and third party costs incurred in seeking enforcement of this Agreement, regardless of whether suit or other legal or equitable is commenced, including attorneys fees and costs incurred through engagement in alternative dispute resolution procedures such as mediation or arbitration fees.

13. Binding Effect. This Agreement will be binding upon me and my heirs, executors , administrators and legal representatives and will inure to the benefit of the Company, any subsidiary of the Company, and its and their respective successors and assigns.

14. Enforceability. If any portion or provision of this Agreement is to any extent declared illegal or unenforceable by a court of competent jurisdiction, then the remainder of this Agreement, or the application of such portion or provision in circumstances other than those as to which it is so declared illegal or unenforceable, will not be affected thereby, and each portion and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law. In the event that any provision of this Agreement is determined by any court of competent jurisdiction to be unenforceable by reason of excessive scope as to geographic, temporal or functional coverage, such provision will be deemed to extend only over the maximum geographic, temporal and functional scope as to which it may be enforceable.

15. Entire Agreement. This Agreement constitutes the entire agreement between the Company and myself with respect to the subject matter hereof. This Agreement may not be amended, modified or waived except by a written instrument duly executed by the person against whom enforcement of such amendment, modification or waiver is sought. The failure of any party to require the performance of any term or obligation of this Agreement, or the waiver by any party of any breach of this Agreement, in any particular case will not prevent any subsequent enforcement of such term or obligation or to be deemed a waiver of any separate or subsequent breach.

16. Employment at Will: Not a Contract or Fixed Term of Employment. I understand that this Agreement does not create any obligation on the part of the Company to continue my employment for any fixed term, and that my employment may be terminated by myself or the Company at any time for any reason, except as may be otherwise provided in a written agreement executed by a duly authorized officer of the Company. In fact, I understand that I am “employed at will” by the Company meaning that either the Company or myself may terminate my employment at any time and for any or no reason.

17. Notices. Any notices, requests, demands and other communications provided for by this Agreement will be sufficient if in writing and delivered in person or sent by registered or certified mail, postage prepaid, to me at the last address which I have filed in writing with the Company or, in the case of any notice to the Company, at its main offices, to the attention of its Chief Executive Officer.

18. Governing Law. This is a New York contract and shall be construed under and be governed in all respects by the laws of New York, without giving effect to the conflict of laws principles of New York law. Any legal action or suit related to this Agreement shall be brought exclusively in the courts of New York. Both parties agree that exclusive jurisdiction lies in the state and federal courts residing in New York City for the resolution of disputes.

I UNDERSTAND THAT THIS AGREEMENT AFFECTS IMPORTANT RIGHTS. I HAVE READ IT CAREFULLY AND AM SATISFIED THAT I UNDERSTAND IT COMPLETELY.

/s/ Pankit Desai
Signature of Employee
Date:	11/23/2005
Accepted and Agreed to by
Intelligroup, Inc.
By:
Name:
Title:
Date:

SCHEDULE OF PRIOR INVENTIONS AND THIRD PARTY AGREEMENTS (IF ANY)

Accepted by	Accepted by
Intelligroup, Inc.	Employee
By: Michael Mindel	By: Pankit Desai
Name: /s/ Michael Mindel	Name: /s/ Pankit Desai
Title : HR Manager	Date : 11/23/2005
Date : 11/23/2005

EX-31.1

Exhibit 31.1

CERTIFICATION PURSUANT

TO RULE 13a-14(a) OF THE EXCHANGE ACT

I, Vikram Gulati, certify that:

1.	I have reviewed this Amendment No. 1 to Annual Report on Form 10-K of Intelligroup, Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 
 

DATE: April 30, 2010	By: /s/	VIKRAM GULATI
		Vikram Gulati
		Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION PURSUANT

TO RULE 13a-14(a) OF THE EXCHANGE ACT

I Alok Bajpai certify that:

1.	I have reviewed this report on Form 10-K of Intelligroup, Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 
 

DATE: April 30, 2010	By: /s/	ALOK BAJPAI
		Alok Bajpai
		Chief Financial Officer and Principal Accounting Officer