8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): November 24, 2015 (November 20 ,2015)

Majesco

(Exact Name of Registrant as Specified in its Charter)

California	001-37466	77-0309142
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

412 Mount Kemble Ave, Suite 110C, Morristown, NJ 07960

(Address of Principal Executive Offices)

Registrant's telephone number, including area code  (973) 461-5200

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

On November 20, 2015, Majesco entered into an extension of its secured revolving working capital line of credit with ICICI Bank Limited (“ICICI”) dated March 25, 2011 and previously disclosed in Majesco’s periodic reports filed with the Securities and Exchange Commission to extend the termination date of this line of credit to February 11, 2016. The line of credit is a secured working capital line of credit facility under which the maximum borrowing limit is $5,000,000. The interest rate on the credit facility is three-month LIBOR plus 350 basis points. The credit facility is guaranteed by Mastek Limited, a company incorporated under the laws of India (“Mastek”), subject to the terms and conditions set forth in the guarantee. In connection with this extension of the Majesco line of credit, Mastek also extended its guarantee of such line of credit. The line of credit facility was originally scheduled to terminate on November 11, 2015. As of September 30, 2015, there was $3,900,000 of borrowings outstanding under this line of credit. The extension acknowledges and agrees that the line of credit shall continue to be and remain unchanged and in full force and effect in accordance with its terms, repeats its representations and warranties, and confirms that an event of default as defined in the agreement has not occurred and if an event of default has occurred it not continuing. There is a processing fee of $6,250 to be paid with this extension.

Mastek is the holder of record of shares of common stock of Majesco representing approximately 13.84% of the issued and outstanding capital stock of Majesco. For more information about our relationship with Mastek and its affiliates, see “Item 13-Certain Relationships and Related Transactions, and Director Independence” included in our Annual report on Form 10-K filed with the SEC on June 19, 2015, which is incorporated by reference herein.

The foregoing summary of the extension letter of Majesco’s line of credit with ICICI and related Mastek guarantee does not purport to be complete and is qualified in its entirety by reference to the letter and guarantee extension attached hereto as Exhibits 10.40 and 10.41 and incorporated herein by reference.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits.

10.40   Extension Letter of the Credit Facility Agreement between ICICI Bank Limited and Majesco, dated as of November 20, 2015

10.41   Extension of the Guaranty Agreement between ICICI Bank Limited and Mastek Limited, dated as of November 20, 2015

SIGNATURES

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

Majesco
By:	/s/ Ketan Mehta
	Ketan Mehta, President and Chief
	Executive Officer

Date: November 24, 2015

EXHIBIT INDEX

10.40   Extension Letter of the Credit Facility Agreement between ICICI Bank Limited and Majesco, dated as of November 20, 2015

10.41   Extension of the Guaranty Agreement between ICICI Bank Limited and Mastek Limited, dated as of November 20, 2015

EX-10.40

Exhibit 10.40

November 20, 2015

MajescoMastek Inc.

105 Fieldcrest Avenue, Suite #208

Edison, New Jersey 08837

Attn: Vice President, Finance

Subject: Extension of that certain Credit Facility Agreement dated as of March 25, 2011 by and between MajescoMastek Inc. (the “Borrower”) and ICICI Bank Limited, New York Branch (the “Bank”) (as such agreement has been amended, restated, extended or otherwise modified from time to time, the “Credit Facility Agreement”)

We refer to the above-captioned Credit Facility Agreement. Capitalized terms used in this Extension Letter and not otherwise defined herein shall have the meanings ascribed to such terms in the Credit Facility Agreement.

Subject to the conditions set forth below, the Bank hereby exercises its sole and absolute discretion under Section 3.03(d) of the Credit Facility Agreement to extend the Revolving Credit Loan Termination Date to February 11, 2016.

By executing this Extension Letter the Borrower:

1. Agrees to the extension of the Revolving Credit Loan Termination Date to February 11, 2016;

2. Acknowledges and agrees that the Credit Facility Agreement shall continue to be and shall remain unchanged and in full force and effect in accordance with its terms except as expressly amended hereby;

3. Repeats the Representations and Warranties in the Credit Facility Agreement; and

4. Confirms that an Event of Default as defined in the Credit Facility Agreement has not occurred or, if an Event of Default has occurred, it is not continuing.

The extension of the Revolving Credit Facility Agreement contemplated herein shall be effective only upon (1) receipt by the Bank of the attached signature page duly executed by the Borrower and (2) receipt by the Bank from the Borrower of a processing fee in the amount of $6,250.00.

This Extension Letter shall be governed by the laws of the State of New York.

[Remainder of page left blank intentionally - Signature page follows]

Please confirm your agreement with the foregoing terms by signing in the spaces provided below.

Very truly yours,

ICICI BANK LIMITED, NEW YORK BRANCH, as Bank

By:	/s/ Akashdeep Sarpal
	Name: Akashdeep Sarpal
	Title:   Country Head - USA ICICI Bank Limited

We agree to the foregoing:

MAJESCOMASTEK INC., as Borrower

By:	/s/ KETAN MEHTA
	Name:	KETAN MEHTA
	Title:	CEO

[Signature Page to Extension Letter]

EX-10.41

Exhibit 10.41

Mastek Limited, # 106/107, SDF-IV, Seepz, Andheri (E), Mumbai 400 096, India.
Tel +91 22 6695 2222 / 2824 7999 Fax +91 22 6695 1331 www.mastek.com

To,

ICICI Bank Limited, New York Branch

500, 5^th Avenue, 28^th Floor,

New York, New York 10110.

Dated: November 20, 2015

Re: Corporate Guarantee dated June 28, 2012 (the “Corporate Guarantee”) issued by Mastek Limited, India, being a Company incorporated in India under the Companies Act, 1956 with its registered office at 804/805 President House, Near Ambawadi Circle, Ahmedabad 380 006, India (the “Guarantor”) in favor of ICICI Bank Limited, New York Branch (the “Bank”) in relation to a United States Dollar (“USD”) Five Million working capital facilities extended by the Bank to MajescoMastek Inc., USA, a Corporation incorporated under the laws of the State of California and doing business in the United States of America with its principle place of business at 105 Fieldcrest Avenue, Suite # 208, Edison, New Jersey 08837 (the “Borrower”, being a wholly owned subsidiary of the Guarantor) vide Credit Facility Agreement dated March 25, 2011 as amended from time to time (the “Facility Agreement”) and most recently amended vide the extension letter dated Nov 20, 2015 (the “Extension Letter”) (the Extension Letter and the Facility Agreement together to be referred to as the “Agreements”) (the “Facilities”).

Ladies and Gentlemen:

We understand that vide the Extension Letter, the Borrower has requested and the Bank has agreed, subject to the terms and conditions of the Facility Agreement, to extend the Facilities provided to the Borrower for a period up to February 11, 2016. One of the conditions of the extension by the Bank is continuance of the Corporate Guarantee issued by the Guarantor in favor of the Bank.

1. In light of the above, the Guarantor (as defined above), hereby expressly, undertakes, confirms and agrees that:

(i) We have reviewed a copy of the Extension Letter and the Facility Agreement pursuant to the credit arrangement letter as executed by and between the Borrower and the Bank.

(ii) the Guarantor shall be bound by the terms and conditions of the Corporate Guarantee, Facility Agreement and the Extension Letter (a copy of which has been received by the Guarantor);

(iii) the Corporate Guarantee continues to be in full force and effect, valid, binding and applicable for the extension of the Facilities extended by the Bank to the Borrower through a credit arrangement letter incorporated in the Facility Agreement vide the Extension Letter;

(iv) it is and shall continue to be in compliance with applicable laws and regulations including, without limitation, the ODI Regulations, the Guarantee Requirements or any other Reserve Bank of India (“RBI”) guidelines and without requiring the prior approval of the RBI, including the Foreign Exchange Management (Transfer or Issue of any Foreign Security) Regulations, 2004 read with Master Circular on Direct Investment by Residents in a Joint Venture/ Wholly owned Subsidiary Abroad dated July 1, 2012) as amended from time to time;

Regd. Off.: 804/805, President House, Opp. C. N. Vidyalaya, Near Ambawadi Circle, Ambawadi, Ahmedabad - 380 006, India. Tel No. +91 79 26564337 CIN No. L74140GJ1982PLC005215.

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Mastek Limited, # 106/107, SDF-IV, Seepz, Andheri (E), Mumbai 400 096, India.
Tel +91 22 6695 2222 / 2824 7999 Fax +91 22 6695 1331 www.mastek.com

(v) The Guarantor agrees and confirms that RBI /AD would be intimated through the filing of requisite documents under the automatic route, to extend the Corporate Guarantee as per the terms of this letter, as may be applicable.

2. The representations, warranties, confirmations and undertaking provided by the Guarantor under the Corporate Guarantee and by the Borrower in the Agreements continue to be in full force and effect.

3. The Guarantor further undertakes, confirms and agrees that the board resolution of the Guarantor in relation to the Corporate Guarantee, extends to the present extension of the Facilities and continues to be in full force and effect, valid, binding and applicable for the extension of the Facilities and has not been cancelled or rescinded.

All provisions of the Corporate Guarantee not specifically amended hereby shall remain in full force and effect. Capitalized terms used in this letter but not defined shall have the meanings given to them as in the Corporate Guarantee.

We, the Guarantor, understand that the Bank is relying on the undertakings and commitments expressed hereinabove for extending the Facilities to the Borrower (and as expressed in the Corporate Guarantee), and we hereby agree and confirm that we shall faithfully comply with our obligations and commitments expressed in the Corporate Guarantee and this letter. We also understand that any breach of the provisions of the Corporate Guarantee or this letter will be deemed to be an Event of Default under the Corporate Guarantee and the Facility Agreement.

Clause 24 and 25 of the Corporate Guarantee shall apply to this letter mutatis mutandis.

This document shall be designated as a Credit Document under the Credit Facility Agreement.

Very truly yours,   For and on behalf of MASTEK LIMITED   /s/ Sudhakar Ram
(Signature of the authorized signatory) Name: Sudhakar Ram Designation: Managing Director & Group CEO Place: Mumbai

Regd. Off.: 804/805, President House, Opp. C. N. Vidyalaya, Near Ambawadi Circle, Ambawadi, Ahmedabad - 380 006, India. Tel No. +91 79 26564337 CIN No. L74140GJ1982PLC005215.

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