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                                                                    Exhibit 31.2

CERTIFICATION PURSUANT
TO RULE 13a-14(a) OF THE EXCHANGE ACT
I Madhu Poomalil certify that:

     1.   I have reviewed this Annual Report on Form 10-K of Intelligroup, Inc.;

     2.   Based on my knowledge, this Annual Report does not contain any untrue
          statement of a material fact or omit to state a material fact
          necessary to make the statements made, in light of the circumstances
          under which such statements were made, not misleading with respect to
          the period covered by this Annual Report;

     3.   Based on my knowledge, the consolidated financial statements, and
          other financial information included in this Annual Report, fairly
          present in all material respects the financial condition, results of
          operations and cash flows of the registrant as of, and for, the
          periods presented in this Annual Report;

     4.   The registrant's other certifying officer and I are responsible for
          establishing and maintaining disclosure controls and procedures (as
          defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the
          registrant and we have:

          a.   designed such disclosure controls and procedures, or have caused
               such disclosure controls and procedures to be designed under our
               supervision, to ensure that material information relating to the
               registrant, including its consolidated subsidiaries, is made
               known to us by others within those entities, particularly during
               the period in which this Annual Report is being prepared;

          b.   [Paragraph omitted in accordance with SEC transition instructions
               contained in SEC Release 34-47986]

          c.   evaluated the effectiveness of the registrant's disclosure
               controls and procedures and presented in this Annual Report our
               conclusions about the effectiveness of the disclosure controls
               and procedures, as of the period covered by this report based on
               such evaluation; and

          d.   disclosed in this Annual Report any change in the registrant's
               internal control over financial reporting that occurred during
               the quarter ended December 31, 2005 that has materially affected,
               or is reasonably likely to materially affect, the registrant's
               internal control over financial reporting ;

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     5.   The registrant's other certifying officer and I have disclosed, based
          on our most recent evaluation of internal control over financial
          reporting, to the registrant's auditors and the audit committee of the
          registrant's board of directors (or persons performing the equivalent
          function):

          a.   all significant deficiencies and material weaknesses in the
               design or operation of internal controls over financial reporting
               which are reasonably likely to adversely affect the registrant's
               ability to record, process summarize and report financial
               information; and

          b.   any fraud, whether or not material, that involves management or
               other employees who have a significant role in the registrant's
               internal controls over financial reporting.


DATE: March 31, 2006                    By: /s/ Madhu Poomalil
                                              ------------------------
                                               Madhu Poomalil
                                               Chief Financial Officer