SC 14D9/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14D-9

SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4)
OF THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 5)

INTELLIGROUP, INC.

(Name of Subject Company)

INTELLIGROUP, INC.

(Name of Person Filing Statement)

COMMON STOCK, PAR VALUE $0.01 PER SHARE

(Title of Class of Securities)

45816A106
(CUSIP Number of Class of Securities)

Vikram Gulati
President and Chief Executive Officer
Intelligroup, Inc.
5 Independence Way, Suite 220
Princeton, New Jersey 08540
(646) 810-7400
(Name, address and telephone number of person authorized to receive
notice and communications on behalf of the person filing statement)

Copies to:

Robert F. Kennedy, Esq.	Steven M. Skolnick, Esq.
Jones Day	Meredith Prithviraj, Esq.
222 East 41st Street	Lowenstein Sandler PC
New York, New York 10017	65 Livingston Avenue
(212) 326-3939	Roseland, New Jersey 07068
	(973) 597-2500

o Check the box if the filing relates to preliminary communications made before the commencement date of a tender offer.

Introduction

This Amendment No. 5 to Schedule 14D-9 amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9 (the “Schedule 14D-9”) originally filed with the U.S. Securities and Exchange Commission (the “SEC”) by Intelligroup, Inc., a New Jersey corporation (the “Company”), on June 21, 2010, as amended by Amendment No. 1 to the Schedule 14D-9 filed with the SEC by the Company on June 24, 2010, by Amendment No. 2 to the Schedule 14D-9 filed with the SEC by the Company on July 1, 2010, by Amendment No. 3 to the Schedule 14D-9 filed with the SEC by the Company on July 2, 2010 and by Amendment No. 4 to the Schedule 14D-9 filed with the SEC by the Company on July 8, 2010. Except as otherwise noted, the information set forth in the original Schedule 14D-9 remains unchanged. Capitalized terms used but not defined herein have the meaning ascribed to them in the Schedule 14D-9.

ITEM 3. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS

Item 3 is hereby amended and supplemented as follows:

The following paragraph is hereby added after the first full paragraph on page 10.

“On July 8, 2010, the Principal Shareholders, the Company and Purchaser entered into a letter agreement formalizing in writing the agreement by the Principal Shareholders to pay a one-time cash bonus to certain members of the Company’s senior management team, including certain executive officers, in recognition of their significant past contributions to the Company. Pursuant to this letter agreement, Pankit Desai will receive $160,000 and Alok Bajpai and Kalyan Sundaram Mahalingam will each receive $130,000. The remaining $830,000 will be paid to other members of the Company’s senior management team in accordance with the letter agreement. Such letter agreement will become effective upon (i) the consummation of the Offer and (ii) the Principal Shareholders’ receipt of their respective portions of the consideration payable in connection with the Offer. The summary of the letter agreement is qualified in its entirety by reference to such letter agreement which is filed herewith as Exhibit (e)(23).”

ITEM 9. EXHIBITS

Item 9 of the Schedule 14D-9 is hereby amended and supplemented by adding the following exhibit:

“(e)(23) Letter Agreement, dated July 8, 2010, among Intelligroup, Inc., Mobius Subsidiary Corporation, Venture Tech Assets Ltd. and SB Asia Infrastructure Fund L.P.”

-2-

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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

Date: July 8, 2010

-3-

EX-99.E.23

Exhibit (e)(23)

July 8, 2010

Intelligroup, Inc.
5 Independence Way, Suite 220
Princeton, New Jersey 08540
Attn: Vikram Gulati, Chief Executive Officer

Mobius Subsidiary Corporation
c/o NTT DATA CORPORATION
Toyosu Center Bldg.
3-3, Toyosu 3-chome
Koto-ku, Tokyo 135-6033
Japan

Re: Bonus Payments

Ladies & Gentlemen:

Reference is made to that certain Agreement and Plan of Merger, dated as of June 14, 2010 (the “Merger Agreement”), by and among NTT DATA CORPORATION, a corporation organized under the laws of Japan (“Parent”), Mobius Subsidiary Corporation, a New Jersey corporation and an indirect wholly-owned subsidiary of Parent (“Purchaser”), and Intelligroup, Inc., a New Jersey corporation (the “Company”). All capitalized terms used but not defined herein shall have the meanings assigned to them in the Merger Agreement.

In connection with the transactions contemplated by the Merger Agreement and in recognition of the significant past contributions by the employees set forth on Annex A attached hereto (the “Designated Employees”) to the success of the Company, SB Asia Infrastructure Fund L.P. (“SAIF”) and Venture Tech Assets Ltd. (“Venture Tech” and, together with SAIF, the “Principal Shareholders”) hereby agree as follows:

(1)

Upon the Principal Shareholders’ receipt of their respective portion of the consideration payable in connection with the Offer (the “Applicable Date”), the Principal Shareholders shall contribute as capital to the Company their respective pro rata portion of $1.25 million (the “Designated Employee Bonus Amount”), as provided below. The Designated Employee Bonus Amount shall be used to pay bonuses to the Designated Employees (in the amount set forth next to each Designated Employee’s name on Annex A attached hereto) no later than the third (3rd) Business Day following the Applicable Date, provided that each Designated Employee shall only be entitled to receive such bonus payment if such employee remains employed by the Company through the payment date of such bonus.

(2)

The pro rata contribution of each Principal Shareholder shall be according to the following proportions: 57.80% by SAIF (i.e., $722,500) and 42.20% by Venture Tech (i.e., $527,500).

Each party hereto will execute such other instruments (if any) as may be reasonably required to evidence and give effect to the agreements expressly referenced herein. This letter agreement shall (i) become effective upon such date that the Offer is consummated and the Principal Shareholders receive their respective portions of the consideration payable in connection with the Offer and (ii) automatically terminate without any further action of the parties hereto if the Offer is not consummated and the Merger Agreement is terminated.

This letter agreement represents the entire understanding and agreement among the parties hereto with respect to the subject matter hereof.

This letter agreement will be governed by the internal laws of the State of New Jersey and may be executed in counterparts.

This letter agreement may not be amended except by an instrument in writing signed by all the parties hereto.

This agreement is not intended to confer upon any person (including the Designated Employees) other than the parties hereto any rights or remedies.

Very truly yours,
SB ASIA INFRASTRUCTURE FUND L.P.
By:	/s/ Andrew Y. Yan
	Name:	Andrew Y. Yan
	Title:	Authorized Signatory

VENTURE TECH ASSETS LTD.
By:	/s/ Sandeep Reddy
	Name:	Sandeep Reddy
	Title:	Director

Acknowledged and agreed to by:
INTELLIGROUP, INC.
By:	/s/ Vikram Gulati Name: Vikram Gulati
	Title: President & CEO
MOBIUS SUBSIDIARY CORPORATION
By:	/s/ Koji Miyajima Name: Koji Miyajima
	Title: President & CEO