UNITED STATES


SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
D.C. 20549





FORM
10-K/A


Amendment
No. 2


ANNUAL
REPORT


PURSUANT
TO SECTION 13 OR 15(d) OF THE


SECURITIES
EXCHANGE ACT OF 1934





x ANNUAL REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE SECURITIES AND


EXCHANGE
ACT OF 1934





For the
fiscal year ended December 31, 2007





OR





o TRANSITION REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND


EXCHANGE
ACT OF 1934





For the
transition period from ________________ to ________________





Commission
File No.: 001-32941





Phoenix
India Acquisition Corp.





Name of
issuer as specified in its charter)





Delaware
            
            20-3195916(State
      or other jurisdiction of
            
            (I.R.S.
      Employerincorporation
      or organization
            
            Identification
      No.)





590
      Madison Avenue, 6th Floor,New
      York, New York,
            
            10022(address
      of principal executive offices)
            
            (Zip
      Code)





Registrant's
telephone number, including area code: (516) 428-3319





Securities
registered pursuant to Section 12(b) of the Act: None





Securities
registered pursuant to Section 12(g) of the Act:





Common Stock, $.0001 par
value


(Title of
Class)





Common Stock Purchase
Warrants


(Title of
Class)





Units
consisting of one share of Common Stock and one


Common Stock Purchase
Warrant


(Title of
Class)











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
x





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





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
x   
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. x





Indicate
by check mark if the registrant is a large accelerated filer, an accelerated
filer or a non-accelerated filer.





Large
Accelerated Filer o
Accelerated Filer o
Non-Accelerated Filer x





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




The
number of shares of the registrants’ common stock outstanding as of November 24,
2008 was 8,966,276.






DOCUMENTS
INCORPORATED BY REFERENCE: NONE














Explanatory
Note





This
amendment and restatement on Form 10K/A to the Annual Report of Phoenix India
Acquisition Corp. (the "Company") for the fiscal year ending December 31, 2007
amends the Form 10-K of the Company for the fiscal year ending December 31, 2007
originally filed with the Securities and Exchange Commission ("SEC") on April
15, 2008 and the related Amendment No. 1 on Form 10-K/A Amendment No. 1 filed
with the Securities and Exchange Commission of April 21, 2008, which are being
amended solely to amend the following Item:





Item
9A          Controls and
Procedures





The
purpose of this amendment is to amend the information contained in Item 9A of
the Company's initial Form 10-K filed with the SEC on April 15, 2008 and
Amendment No. 1 filed on April 21, 2008.  Additionally, the certifications
of the Chief Executive Officer and Chief Financial Officer are being filed with
this amendment pursuant to Rule 12b-15 under the Securities Exchange
Act.  Except as otherwise expressly stated, the information in this
Amendment No. 2 is as of April 15, 2008, the date on which the original Form
10-K was filed.  This Amendment No. 2 does not purport to provide an
update or discussion of any developments subsequent to the original
filing.





Item 9A. Controls and Procedures




Management's report on internal control over financial
reporting




Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting as defined in Rule 13a-15(f) of the
Exchange Act.  Internal control over financial reporting includes
those policies and procedures that (1) pertain to the maintenance of
records that in reasonable detail accurately and fairly reflect the transactions
and dispositions of our assets; (2) provide reasonable assurance that
transactions are recorded as necessary to permit preparation of financial
statements in accordance with generally accepted accounting principles, and that
our receipts and expenditures are being made only in accordance with
authorizations of our management and directors; and (3) provide reasonable
assurance regarding prevention or timely detection of unauthorized acquisition,
use or disposition of our assets that could have a material effect on the
financial statements.




Under the
supervision and with the participation of our management, including our
principal executive officer and principal financial officer, we
conducted an evaluation of the effectiveness of our internal control over
financial reporting based on criteria established in theInternal Control--Integrated
Framework issued by the Committee of Sponsoring Organizations of the
Treadway Commission.  Management's evaluation included such elements
as the design and operating effectiveness of key financial reporting controls,
process documentation, accounting policies, and our overall control
environment.  Based on this evaluation, our management concluded that
our internal control over financial reporting was effective as of
December 31, 2007.  This annual report does not include an
attestation report of the Company’s registered public accounting firm regarding
internal control over financial reporting.  Management’s report was
not subject to attestation by the Company’s registered public accounting firm
pursuant to temporary rules of the Securities and Exchange Commission that
permit the Company to provide only management’s report in this annual
report.




Evaluation of disclosure controls
and procedures




Our
management, with the participation of our principal executive officer and
principal financial officer, evaluated the effectiveness of our disclosure
controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the
Exchange Act) as of December 31, 2007.  Based on this evaluation,
our chief executive officer and chief financial officer concluded that, as of
December 31, 2007, our disclosure controls and procedures were
(1) designed to ensure that material information relating to our company,
including our consolidated subsidiaries, is made known to our chief executive
officer and chief financial officer by others within those entities,
particularly during the period in which this report was being prepared and
(2) effective, in that they provide reasonable assurance that information
required to be disclosed by us in the reports that we file or submit under the
Exchange Act is recorded, processed, summarized and reported within the time
periods specified in the rules and forms of the Securities and Exchange
Commission, or SEC.




In
designing and evaluating our disclosure controls and procedures, management
recognizes that any controls and procedures, no matter how well designed and
operated, can provide only reasonable, and not absolute, assurance that the
objectives of the control system will be met.  In addition, the design
of any control system is based in part upon certain assumptions about the
likelihood of future events and the application of judgment in evaluating the
cost-benefit relationship of possible controls and
procedures.  Because of these and other inherent limitations of
control systems, there is only reasonable assurance that our controls will
succeed in achieving their goals under all potential future
conditions.




Based on
the evaluation of our disclosure controls and procedures as of December 31,
2007, our chief executive officer and chief financial officer concluded that, as
of such date, our disclosure controls and procedures were effective at the
reasonable assurance level.




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Changes
in internal controls over financial reporting




Our
management, in connection with its evaluation of internal controls (with the
participation of our principal executive officer and principal financial
officer), did not identify any change in internal control over the financial
reporting process that occurred during our fourth fiscal quarter of 2007 that
would have materially affected, or would have been reasonably likely to
materially affect, our internal control over financial reporting.

















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SIGNATURES




Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the Registrant had duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.




PHOENIX
      INDIA ACQUISITION CORP.December
      3, 2008
              By:
              /s/ Ramesh
      AkellaRamesh
      Akella, President




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 dates indicated.





Signature
            
            Title
            
            Date/s/
      Raju Panjwani
            
            Chairman
      of the Board of Directors
            
            December
      3, 2008Raju
      Panjwani/s/
      Ramesh Akella
            
            Chief
      Financial Officer and Director
            
            December
      3, 2008Ramesh
      Akella
            
            (principal
      executive officer and principal
              financial
      and accounting officer)/s/
      Shekhar Wadekar
            
            Executive
      Vice President, Secretary, Treasurer and Director
            
            December
      3, 2008Shekhar
      Wadekar/s/
      Rohit Phansalkar
            
            Executive
      Vice President and Director
            
            December
      3, 2008Rohit
      Phansalkar








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EXHIBIT
INDEX







Exhibit
      No.
            
            Description31.1
            
            Certification
      of the President (Principal Executive and Principal Financial Officer)
      pursuant to Rule 13a-14(a) of the Securities Exchange Act, as
      amended32.1
            
            Certification
      of the President (Principal Executive and Principal Financial Officer)
      pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the
      Sarbanes-Oxley Act of 2002
















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