-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JYYTGgbE9tw+3y8tziZKBAsdYqSC8TNeZKExfSPdGbTBPVrfYIhzrpPTuQEW9NWS cVNODPFWwuUEYnoMPO/mLA== 0000890163-03-000268.txt : 20031121 0000890163-03-000268.hdr.sgml : 20031121 20031121134824 ACCESSION NUMBER: 0000890163-03-000268 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20031121 GROUP MEMBERS: BEECHROCK HOLDINGS, LTD. GROUP MEMBERS: BRAYDON HOLDINGS, LTD. FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BEECHROCK HOLDINGS LTD CENTRAL INDEX KEY: 0001164205 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 3RD FLOOR STREET 2: CERNEE HOUSE CITY: LA CHAUSSE,PORT LUIS STATE: O4 ZIP: - SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: INTELLIGROUP INC CENTRAL INDEX KEY: 0001016439 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 112880025 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-48305 FILM NUMBER: 031017549 BUSINESS ADDRESS: STREET 1: 499 THORNALL STREET CITY: EDISON STATE: NJ ZIP: 08837 BUSINESS PHONE: 7325901600 MAIL ADDRESS: STREET 1: 499 THORNALL STREET CITY: EDISON STATE: NJ ZIP: 08837 SC 13G 1 s11-4070_13g.txt SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------------- SCHEDULE 13G ------------------------- INFORMATION STATEMENT PURSUANT TO RULES 13d-1 AND 13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. __)* Intelligroup, Inc. ------------------ (NAME OF ISSUER) Common Stock, Par Value $.01 Per Share -------------------------------------- (TITLE OF CLASS OF SECURITIES) 45816A106 ------------ (CUSIP NUMBER) November 18, 2003 ----------------- (DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: / / Rule 13d-1 (b) /x/ Rule 13d-1 (c) / / Rule 13d-1 (d) - ------------------------- * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP NO. 45816A106 13G Page 2 of 6 pages 1. NAME OF REPORTING PERSON, I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): Beechrock Holdings Limited, No I.R.S. Identification Number 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*: (a)/ / (b) /x/ 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION: Republic of Mauritius NUMBER OF SHARES 5. SOLE VOTING POWER: BENEFICIALLY OWNED 1,388,242 shares BY EACH REPORTING PERSON WITH 6. SHARED VOTING POWER: 0 shares 7. SOLE DISPOSITIVE POWER: 1,388,242 shares 8. SHARED DISPOSITIVE POWER: 0 shares 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 1,388,242 shares 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES:* / / 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): 8.3% 12. TYPE OF REPORTING PERSON*: OO CUSIP NO. 45816A106 13G Page 3 of 6 pages 1. NAME OF REPORTING PERSON, I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): Braydon Holdings Limited, No I.R.S. Identification Number 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*: (a) / / (b) /x/ 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION: Republic of Mauritius NUMBER OF SHARES 5. SOLE VOTING POWER: BENEFICIALLY OWNED 1,563,185 shares BY EACH REPORTING PERSON WITH 6. SHARED VOTING POWER: 0 shares 7. SOLE DISPOSITIVE POWER: 1,563,185 shares 8. SHARED DISPOSITIVE POWER: 0 shares 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 1,563,185 shares 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES:* / / 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): 9.3% 12. TYPE OF REPORTING PERSON*: OO CUSIP NO. 45816A106 13G Page 4 of 6 pages Schedule 13G of Beechrock Holdings Limited ("Beechrock") and Braydon Holdings Limited ("Braydon") with respect to the common stock, par value $.01 per share, of Intelligroup, Inc., a New Jersey corporation (the "Company"). ITEM 1(a) NAME OF ISSUER: Intelligroup, Inc. ITEM 1(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES: 499 Thornall Street, Edison, New Jersey 08837 ITEM 2(a) NAME OF PERSON FILING: Beechrock Holdings Limited, a company organized under the laws of Mauritius ("Beechrock") Braydon Holdings Limited, a company organized under the laws of Mauritius ("Braydon") ITEM 2(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE: Beechrock Holdings Limited 3rd Floor Cerne House La Chaussee, Port Luis Mauritius Braydon Holdings Limited 3rd Floor Cerne House La Chaussee, Port Luis Mauritius ITEM 2(c) CITIZENSHIP: Beechrock and Braydon are each companies organized under the laws of Mauritius. ITEM 2(d) TITLE OF CLASS OF SECURITIES: Common Stock, par value $.01 per share (the "Common Stock") ITEM 2(e) CUSIP NUMBER: 45816A106 CUSIP NO. 45816A106 13G Page 5 of 6 pages ITEM (3) IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(B), OR 13D-2(B) or (C), CHECK WHETHER THE PERSON FILING IS A: (a) ( ) Broker or Dealer registered under Section 15 of the Securities Exchange Act of 1934 (the "Act") (b) ( ) Bank as defined in Section 3(a)(6) of the Act (c) ( ) Insurance Company as defined in Section 3(a)(19) of the Act (d) ( ) Investment Company registered under Section 8 of the Investment Company Act of 1940 (e) ( ) An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); (f) ( ) An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); (g) ( ) A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); (h) ( ) A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act; (i) ( ) A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act; (j) ( ) A Group, in accordance with Rule 13d-1(b)(1)(ii)(J). ITEM 4. OWNERSHIP (a) Amount Beneficially Owned: 2,951,427, of which 1,388,242 and 1,563,185 shares are beneficially owned by Beechrock and Braydon, respectively. (b) Percentage of Class: 8.3% and 9.3%, respectively (based on the 16,721,325 Common Shares reported to be outstanding in the Issuer's Form 10-Q for the period ended September 30, 2003) (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote: 1,388,242 and 1,563,185, respectively (ii) shared power to vote or to direct the vote: -0- (iii) sole power to dispose or to direct the disposition of : 1,388,242 and 1,563,185, respectively (iv) shared power to dispose to direct the disposition of: -0- ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS Not applicable. CUSIP NO. 45816A106 13G Page 6 of 6 pages ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON Not applicable. ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY. Not applicable. ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP Not applicable. ITEM 9. NOTICE OF DISSOLUTION OF GROUP Not applicable. ITEM 10. CERTIFICATION. (if filing pursuant to Rule 13d-1(c)) By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: November 20, 2003 BEECHROCK HOLDINGS LIMITED BRAYDON HOLDINGS LIMITED By: /s/Meenaz Dhanani By: /s/Meenaz Dhanani ------------------------------ -------------------------- Meenaz Dhanani, Director Meenaz Dhanani, Director -----END PRIVACY-ENHANCED MESSAGE-----