UNITED
STATES

SECURITIES
AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549










FORM
10-K/A



(Amendment
No. 1)










(Mark One)



xANNUAL REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED MARCH 31, 2016





OR



 ̈TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM  TO

​

COMMISSION
FILE NUMBER 001-37466










MAJESCO

(Exact name
of registrant as specified in its charter)










|California                                                    |  | 77-0309142                         
|------------------------------------------------------------- |  | -----------------------------------
|(State or other jurisdictionof incorporation or organization) |  | (I.R.S. EmployerIdentification No.)
|                                                              |  |                                    
|412 Mount Kemble Ave.,Suite 110CMorristown, NJ                |  | 07960                              
|(Address of principal executive offices)                      |  | (Zip code)                         



(973) 461-5200

(Registrant’s
telephone number, including area code)



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

|Title of Each Class                     |  | Name of Each Exchange on Which Registered
|--------------------------------------- |  | -----------------------------------------
|Common Stock, par value $.002 per share |  | NYSE MKT                                 



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

None



Indicate by check mark if the registrant is a well-known seasoned
issuer, as defined in Rule 405 of the Securities Act.  Yes  ̈ 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  ̈ 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  ̈



Indicate by check mark whether the registrant has submitted electronically
and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule
405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit and post such files).  Yes x No  ̈



Indicate by check mark if disclosure of delinquent filers pursuant
to Item 405 of Regulation S-K (§229.405) is not contained herein, and will not be contained, to the best of 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.  ̈



Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of  “large
accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange
Act. (Check one):



|Large accelerated filer  ̈                                             |  | Accelerated filer  ̈        
|--------------------------------------------------------------------- |  | ---------------------------
|Non-accelerated filer  ̈ (Do not check if a smaller reporting company) |  | Smaller reporting company x



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



The aggregate market value of voting and non-voting common equity
held by non-affiliates of the registrant as of September 30, 2015, the last business day of the registrant’s most recently
completed second fiscal quarter, was approximately $26,422,000.



As of May 11, 2016, there were 36,451,357 shares of the registrant’s
common stock outstanding, par value $0.002 per share.



DOCUMENTS INCORPORATED BY REFERENCE



Part III incorporates by reference information from certain portions
of the registrant’s definitive proxy statement to be filed with the Securities and Exchange Commission within 120 days of
the fiscal year end of March 31, 2016.


















TABLE OF CONTENTS



|                                           | Page
|------------------------------------------ | ----
|EXPLANATORY NOTE                           | ii  
|                                           |     
|ITEM 15.                                   |     
|EXHIBITS AND FINANCIAL STATEMENT SCHEDULES | 1   
|                                           |     
|SIGNATURES                                 | 2   
|                                           |     
|EXHIBIT INDEX                              |     



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EXPLANATORY NOTE



Majesco is filing this Amendment No. 1 (the
“Amendment”) to its Annual Report on Form 10-K for the year ended March 31, 2016 filed with the U.S. Securities and
Exchange Commission (the “SEC”) on May 23, 2016 (the “Original Form 10-K”). This Amendment is being filed
solely to revise Exhibits 31.1 and 31.2 to include the introductory language of paragraph 4 and the language of paragraph 4(b)
referring to internal control over financial reporting, which language was inadvertently omitted when originally filed. This Amendment
consists solely of the preceding cover page, this explanatory note and each of the revised certifications filed as exhibits to
the Amendment. No other changes have been made to the Original Form 10-K. This Amendment speaks as of the filing date of the Original
Form 10-K, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update
in any way disclosures made in the Original Form 10-K. Accordingly, this Amendment should be read in conjunction with the Original
Form 10-K and our other filings with the SEC.

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ITEM
15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES



|(b)  |  | Exhibits                                                                                                                                                                               
|---- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |  |                                                                                                                                                                                        
|31.1 |  | Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002(1)
|     |  |                                                                                                                                                                                        
|31.2 |  | Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002(1)



(1) Filed herewith.



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SIGNATURES



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



| | MAJESCO
| | -------
| |        
| | By:    
| |        



Date: July 26, 2016



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EXHIBIT INDEX



|31.1 |  | Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002(1)
|---- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |  |                                                                                                                                                                                        
|31.2 |  | Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002(1)










(1) Filed herewith.