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): March 22, 2007

ALLIANCE SEMICONDUCTOR CORPORATION

(Exact name of registrant as specified in its charter)

000-22594
(Commission File Number)

Delaware
(State or other jurisdiction of
incorporation) 77-0057842
(I.R.S. Employer Identification No.)

2900 Lakeside Drive
Santa Clara, California 95054-2831
(Address of principal executive offices, with zip code)

(408) 855-4900
(Registrant’s telephone number, including area code)

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:

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

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

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

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

TABLE OF CONTENTS

EXHIBIT 99.1

EXHIBIT 99.2

Item 8.01 Other Events.

On March 22, 2007, Alliance Semiconductor Corporation completed the sale of a parcel of land located outside of Hyderabad, India for Rs. 140,753,900, or approximately $3.2 million. Sandhya Hotels Private Limited purchased the land, after being nominated to do so by the purchasing entities that were party to an agreement dated June 8, 2006 for the sale of the land.

A copy of the press release announcing the completion of the sale of land is attached as Exhibit 99.1 and a copy of the deed of sale pursuant to which sale was effected is attached as Exhibit 99.2. The purchaser of the land intends to promptly register the deed of sale and related documents with the appropriate authorities in India.

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits.

Exhibit No.	Description
99.1	Press Release dated March 23, 2007.
99.2	Deed of Sale dated March 22, 2007

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SIGNATURE

     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.

	ALLIANCE SEMICONDUCTOR CORPORATION
Date: March 23, 2007	By:	/s/ Melvin L. Keating
		Melvin L. Keating
		President and Chief Executive Officer

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EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release dated March 23, 2007.
99.2	Deed of Sale dated March 22, 2007.

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

ALLIANCE SEMICONDUCTOR COMPLETES SALE OF LAND NEAR
HYDERABAD, INDIA

SANTA CLARA, Calif.—(BUSINESS WIRE)—March 23, 2007—Alliance Semiconductor Corporation (ALSC.PK) today announced that on March 22, 2007, it completed the sale of a parcel of land located outside of Hyderabad, India for Rs. 140,753,900, or approximately $3.2 million. Sandhya Hotels Private Limited purchased the land, after being nominated to do so by the purchasing entities that were party to an agreement dated June 8, 2006 for the sale of the land.

Contacts:

Alliance Semiconductor Corporation, Santa Clara, CA
Melvin L. Keating, President and Chief Executive Officer
408-855-4900

EX-99.2

Exhibit 99.2

SALE DEED

THIS DEED OF SALE is made on this the 22^nd day of March 2007 by ALLIANCE SEMICONDUCTOR (INDIA) PRIVATE LIMITED a company registered under the Companies Act., 1956, having its registered office at Consulate 1, No. 1 Richmond Road, BANGALORE – 560 025 represented by its Director Melvin L Keating (authorized by the Board vide

Resolution dated 2^nd June 2006) hereinafter called the “Vendor” which expression shall mean and include its successors and assigns in favour of Sandhya Hotels Private Limited a company incorporated under the Companies Act, 1956 having its registered office at “Sri Vatsam”, 16-2-738/F/B/1/A (Beside High View Apartments), Malakpet, Hyderabad – 500

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036 represented by its Managing Director S. Sreedhar Rao son of S. Babu Rao resident of “Sri Vatsam”, Malakpet, Hyderabad – 500 036 (hereinafter referred to as the ‘Purchaser’ which expression shall mean and include its successors and assigns).

WHEREAS:

A. The Vendor herein is the sole and absolute owner and peaceful possessor of Plot No. 22 in Sector – 1 of the HUDA Techno Enclave,

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Madhapur of Survey No. 64, admeasuring 2122.28 square yards or 1744.48 square meters, situate at Madhapur village, Seri Lingampally Mandal and Municipality, Ranga Reddy District which is more particularly described in the Schedule hereunder written and shown on the plan annexed hereto and marked as Annexure I in red colour boundary line (hereinafter referred to as the ‘Land’), having purchased the same from the Hyderabad Urban Development Authority, Secunderabad – 500 003 by sale deed dated 16^th

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January 1998 registered with the Registrar of Assurances, Ranga Reddy District as Document No. 317 of 1998.

B. The Vendor agreed to sell the Land to the Purchaser for a total sale consideration of Rs. 14,07,53,900.00 (Rupees fourteen crores seven lakhs fifty three thousand nine hundred only).

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C. The Purchaser has paid the aforesaid consideration to the Vendor as follows:

	Payment details	Rs.
(a)	By cheque no. 851365 dated 07-06-2006 drawn on ICICI Bank, Begumpet Branch		4,00,00,000
(b)	By cheque no. 359055 dated 21-07-2006 drawn on State Bank of India		1,50,00,000

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	Payment details	Rs.
(c)	By cheque no. 724338 dated 22-07-2006 drawn on State Bank of India		9,00,000
(d)	By cheque no. 402723 dated 22-07-2006 drawn on State Bank of India		8,00,000
(e)	By cheque no. 328334 dated 22-07-2006 drawn on State Bank of India		5,00,000
(f)	By cheque no. 969983 dated 01-08-2006 drawn on State Bank of India		28,00,000
(g)	By cheque no. 402724 dated 01-08-2006 drawn on State Bank of India		35,00,000

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	Payment details	Rs.
(h)	By cheque no. 359056 dated 11-08-2006 drawn on State Bank of India		70,00,000
(i)	By cheques no. 818693, 818694 and 818695 all dated 25-09-2006 on ING Vysya Bank Ltd., Banjara Hills Branch		6,00,00,000
(j)	By Banker’s cheques no. 627932 dated 10-10-2006 for Rs. 52,00,000 and no. 6288879 dated 18-11-2006 for Rs. 50,53,900 issued by ING Vysya Bank Ltd., Banjara Hills Branch		1,02,53,900
	TOTAL:		14,07,53,900

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D. The Land is within the Hyderabad Urban Land Agglomeration in terms of the provisions of Urban Land (Ceiling & Regulation) Act, 1976 (“ULC Act”), as a result of which an area of 774.48 sq. ms. was surplus vacant land;

E. By an order No.G.O.Ms.No.200 dated 21^st February 2007, the Revenue (UC.III) Department of the Government of Andhra Pradesh, in exercise of the powers conferred under Section 20(1)(a) of the ULC Act,

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exempted the surplus land admeasuring 774.48 sq. m. out of the Land from the provisions of Chapter III of the ULC Act on the terms and conditions stated therein, as a result of which the Vendor could retain the surplus vacant portion of the Land;

F. The Competent Authority by its order No.FI/532/26/2007 dated 12^th March 2007 informed the Vendor that the Competent Authority did not wish

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to exercise its right to purchase the Land, pursuant to the notice given to the Competent Authority under the provisions of Section 26(1) of the ULC Act;

G. Pursuant to the authority given by the Purchaser to obtain necessary clearance/permission under the provisions of the ULC Act to retain the surplus vacant land and to transfer the Land (including the surplus vacant land), the Purchaser obtained the aforesaid orders under the provisions of Sections 20 and 26 of the ULC Act and is fully satisfied as to the contents

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thereof and as to the ability of the Vendor to transfer the Land to the Purchaser, which as per the Purchaser is valid under law;

H. Having obtained the necessary clearance/permission under the ULC Act, the Purchaser has requested the Vendor to execute a sale deed (being these presents) in its favour in the manner hereinafter appearing.

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NOW THEREFORE THIS DOCUMENT WITNESSES AS FOLLOWS:

1. In pursuance of the aforesaid agreement and in consideration of the sum of Rs. 14,07,53,900.00 (Rupees fourteen crores seven lakhs fifty three thousand nine hundred only) paid by the Purchaser to the Vendor in the manner aforesaid, the Vendor as absolute owner of the Land, hereby transfers conveys and assigns unto the Purchaser the Land is more particularly described in the Schedule hereunder written

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and shown on the plan annexed hereto and marked as Annexure I in red colour boundary line, together with all appurtenances belonging thereto and all the estate, right, title, interest and claim whatsoever of the Vendor in to or upon the Land.

2. The Land shall be quietly entered into and upon by the Purchaser who shall be entitled to hold and enjoy the same as absolute owner thereof

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without any interruption from the Vendor or any persons claiming through the Vendor.

3. The Vendor has handed over vacant possession of the Land to the Purchaser.

4. The Purchaser had undertaken the responsibility and liability for payment of all outgoings (including Municipal and Collector’s bills,

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assessments and property taxes) payable in respect of the Land remaining to be paid by the Vendor upto May 2006 and thereafter, which the Purchaser has complied with as on the date and the Purchaser shall indemnify and keep the Vendor indemnified of and from any loss or damage that may be suffered or incurred by the Vendor as a consequence of non-payment of any of the aforesaid outgoings for which the Purchaser had undertaken the responsibility and liability.

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5. The Purchaser acknowledges that the Land has been purchased by the Vendor from Hyderabad Urban Development Authority (“HUDA”). The Purchaser has also inspected the original sale deed dated January 16, 1998 executed by HUDA in favour of the Vendor conveying and transferring the Land in favour of the Vendor. The Vendor declares that the Land belongs to the Vendor absolutely and that the same is free from encumbrances and is not subject to lispendens or attachments either before or after judgment. The Purchaser has made

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enquiries and is satisfied of the Vendor’s right to sell and transfer the Land in terms hereof. Based on the aforesaid and on the representation made by the Vendor that the Vendor has not sold, mortgaged, leased, encumbered charged or otherwise transferred the Land; that the Vendor has not entered into any agreement in respect thereof; and that the Vendor is the full owner of the Land and is in possession thereof, the Purchaser is satisfied as to the title of the Vendor to the Land and

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has accepted the title of the Vendor to the Land as free, clear and marketable.

6. The sale deed dated 16^th January 1998 executed by Hyderabad Urban Development Authority in favour of the Vendor conveying the Land has been handed over to the Purchaser along with other relevant documents.

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7. The Vendor hereby agrees that it would, at all times hereafter and at the cost of the Purchaser do and execute all such lawful acts, deeds and things for further and more perfectly assuring the Land to the Purchaser.

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8. The Land is not an assigned land within the meaning of the Andhra Pradesh Assigned Lands (Prohibition of Transfers) Act, 1977 and it does not belong to or under mortgage to the Government or its agencies or undertakings.

9. The Vendor hereby declares that the market value of the property is Rs. 14,07,53,900 at Rs. 66,322 per square yard.

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SCHEDULE OF THE PROPERTY

Plot No. 22 in Sector -I of HUDA Techno Enclave, Madhapur of survey No. 64 of Madhapur village, Seri Lingampally Mandal and Municipality, Ranga Reddy District admeasuring 2122.28 square yards or 1774.48 square meters (more clearly delineated in the plan annexed hereto and marked therein in red colour), as bounded by:

NORTH	:     Service Road;
SOUTH	:     Plot No. 17/1 and 17;
EAST	:     Plot No. 21;
WEST	:     Plot No. 23.

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IN WITNESS WHEREOF the Vendor has caused this document to be executed by the hand of its director Melvin L Keating on the day and year first above written, in the presence of the following witnesses.

For ALLIANCE SEMICONDUCTOR (INDIA) PRIVATE LIMITED

/s/ Melvin L Keating
MELVIN L KEATING
DIRECTOR
VENDOR

WITNESSES:

1.	/s/	Samir Jagad
		Samir Jagad
2.	/s/	Lance McKinlay
		Lance McKinlay

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