UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549








FORM 10-K/A



(Amendment No. 2)








(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                                      |     



i


Table of Contents




EXPLANATORY NOTE



Majesco is filing this Amendment No. 2 (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 and amended on July 26, 2016 (the “Original Form 10-K”).
This Amendment is being filed solely to include the following exhibit:



|Exhibit
        Number |  | Description                                                    
|---------------------- |  | ---------------------------------------------------------------
|23.1                   |  | Consent of MSPC Certified Public Accountants and Advisors, P.C.



Exhibit 23.1 was inadvertently omitted from
the Original Form 10-K. The sole purpose of this Amendment is to correct this inadvertent omission of the consent from the Original
Form 10-K.



This Amendment consists solely of the preceding
cover page, this explanatory note, the exhibit to the Original Form 10-K that is being corrected and new certifications pursuant
to Sections 302 and 1350 of the Sarbanes-Oxley Act of 2002. No other changes have been made to the Original Form 10-K. This Amendment
speaks as of May 23, 2016, the initial filing date of the Original Form 10-K (the “Original Filing Date”), 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.



ii


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ITEM 15. EXHIBITS AND FINANCIAL STATEMENT
SCHEDULES



|(b)  |  | Exhibits                                                                                                                                                                                   
|---- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |  |                                                                                                                                                                                            
|23.1 |  | Consent of MSPC Certified Public Accountants and Advisors, P.C.(1)                                                                                                                         
|     |  |                                                                                                                                                                                            
|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)    
|     |  |                                                                                                                                                                                            
|32.1 |  | 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)    
|     |  |                                                                                                                                                                                            
|32.2 |  | 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: October 4, 2016



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EXHIBIT INDEX



|23.1 |  | Consent of MSPC Certified Public Accountants and Advisors, P.C.(1)                                                                                                                         
|---- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |  |                                                                                                                                                                                            
|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)    
|     |  |                                                                                                                                                                                            
|32.1 |  | 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)    
|     |  |                                                                                                                                                                                            
|32.2 |  | 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.