##### Table of Contents



SECURITIES AND EXCHANGE COMMISSION
 Washington, DC 20549
 
 Form 10-K/A
 Amendment No. 1
 FOR ANNUAL AND TRANSITION REPORTS
PURSUANT TO SECTIONS 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
  þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended March 31, 2006
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to
  
 INDUS INTERNATIONAL, INC.
 (Exact name of Registrant as Specified in Its Charter)
 Delaware
    
    94-3273443(State or Other Jurisdiction of
    
    (I.R.S. EmployerIncorporation or Organization)
    
    Identification No.)3301 Windy Ridge Parkway
    
    30339Atlanta, Georgia
    
    (Zip code)(Address of Principal Executive Offices)
 Registrants telephone number, including area code (770) 952-8444
 Securities registered pursuant to Section 12(b) of the Act:
None
 Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $.001 par value
Series A Junior Participating Preferred Stock
(Title of Class)
 
 o þ
 o þ
 þ o
 o
  o þ o
 o þ
   DOCUMENTS INCORPORATED BY REFERENCE




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##### 



INDUS INTERNATIONAL, INC.
 FORM 10-K/A
AMENDMENT NO. 1
FOR THE FISCAL YEAR ENDED MARCH 31, 2006
 TABLE OF CONTENTS
 PageExplanatory Note
    
    
    2PART IIIItem 10.
    
    Directors and Executive Officers of the Registrant
    
    
    2Item 11.
    
    Executive Compensation
    
    
    5Item 12.
    
    Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
    
    
    11Item 13.
    
    Certain Relationships and Related Transactions
    
    
    12Item 14.
    
    Principal Accountant Fees and Services
    
    
    12PART IVItem 15.
    
    Exhibits and Financial Statement Schedules
    
    
    13Signatures
    
    
    14EX-31.1 SECTION 302 CERTIFICATION OF CEOEX-31.2 SECTION 302 CERTIFICATION OF CFO
  - 1 -




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##### Table of Contents



EXPLANATORY NOTE
  
 PART III
 
 Item 10. Directors and Executive Officers of the Registrant
 Directors
  Name of Nominee
    
    Age
    
    Principal OccupationRichard C. Cook (1)(2)
    
    
    59
    
    
    Independent Management Consultant and Senior Advisor to Focus EnterprisesGregory J. Dukat
    
    
    45
    
    
    President and Chief Executive Officer of the CompanyAllen R. Freedman (2)(3)
    
    
    66
    
    
    Owner and Principal of A.R. Freedman & Co.Eric Haskell (2)(4)
    
    
    59
    
    
    Acting Chief Executive Officer and Chief Financial Officer of SunCom Wireless Holdings, Inc.Kenneth G. Lawrence (1)(4)
    
    
    58
    
    
    Independent Management ConsultantThomas R. Madison, Jr.
    
    
    61
    
    
    Chairman of the Board of Alogent, Inc.Frederick J. Schwab (1)(4)
    
    
    67
    
    
    Independent Management Consultant
 
 (1)
    
    Member of the Nominating and Corporate Governance Committee(2)
    
    Member of the Compensation Committee(3)
    
    Chairman of the Board(4)
    
    Member of the Audit Committee    - 2 -




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##### Table of Contents



Committees of the Board of Directors
  Audit Committee.
 - 3 -




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##### Table of Contents



Compensation Committee.
 Nominating and Corporate Governance Committee.
 Additional Information Concerning Our Board of Directors
   Executive Officers
  Name of Executive Officer
    
    Age
    
    Principal OccupationGregory J. Dukat
    
    
    45
    
    
    President and Chief Executive OfficerPatrick M. Henn
    
    
    38
    
    
    Executive Vice President and Chief Financial OfficerJohn D. Gregg
    
    
    57
    
    
    Executive Vice President of Field OperationsJoseph T. Trino
    
    
    57
    
    
    Executive Vice President of Corporate StrategyArthur W. Beckman
    
    
    50
    
    
    Executive Vice President and Chief Technology Officer
 - 4 -




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SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
   CODE OF CONDUCT
  
 Item 11. Executive Compensation
  - 5 -




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##### Table of Contents



SUMMARY COMPENSATION TABLE
 Long-term CompensationAnnual Compensation
    
    AwardsOther Annual
    
    
    
    
    
    Securities
    
    All OtherName and Principal
    
    Fiscal Year
    
    
    
    
    
    
    
    
    
    Compensation
    
    Restricted
    
    Underlying
    
    CompensationPosition
    
    Ended March 31,
    
    Salary ($)
    
    Bonus($)
    
    ($)
    
    Stock ($)(6)
    
    Options (#)
    
    ($)Gregory J. Dukat (1)
    
    
    2006
    
    
    
    400,000
    
    
    
    96,000
    
    
    
    
    
    
    
    101,175
    
    
    
    281,000
    
    
    
    3,150President and Chief
    
    
    2005
    
    
    
    400,000
    
    
    
    100,000
    
    
    
    
    
    
    
    
    
    
    
    100,000
    
    
    
    3,500Executive
    
    
    2004
    
    
    
    269,000
    
    
    
    40,000
    
    
    
    
    
    
    
    
    
    
    
    425,000
    
    
    
    4,000OfficerPatrick M. Henn (2)
    
    
    2006
    
    
    
    97,865
    
    
    
    21,000
    
    
    
    
    
    
    
    28,800
    
    
    
    160,000
    
    
    
    Executive Vice
President and Chief
Financial OfficerJohn D. Gregg (3)
    
    
    2006
    
    
    
    233,000
    
    
    
    40,775
    
    
    
    
    
    
    
    26,625
    
    
    
    75,000
    
    
    
    3,150Executive Vice
    
    
    2005
    
    
    
    233,000
    
    
    
    75,425
    
    
    
    
    
    
    
    
    
    
    
    60,000
    
    
    
    2,475President of Field
    
    
    2004
    
    
    
    212,000
    
    
    
    23,000
    
    
    
    
    
    
    
    
    
    
    
    100,000
    
    
    
    OperationsJoseph T. Trino (4)
    
    
    2006
    
    
    
    250,000
    
    
    
    50,000
    
    
    
    
    
    
    
    26,625
    
    
    
    75,000
    
    
    
    Executive Vice
President of
Corporate Strategy
    
    
    2005
    
    
    
    64,500
    
    
    
    31,250
    
    
    
    180,000
    
    
    
    
    
    
    
    180,000
    
    
    
    Arthur W. Beckman (5)
    
    
    2006
    
    
    
    218,225
    
    
    
    28,488
    
    
    
    
    
    
    
    20,022
    
    
    
    56,250
    
    
    
    3,200Executive Vice
    
    
    2005
    
    
    
    215,000
    
    
    
    48,375
    
    
    
    
    
    
    
    
    
    
    
    30,000
    
    
    
    3,150President and Chief
    
    
    2004
    
    
    
    215,000
    
    
    
    20,000
    
    
    
    
    
    
    
    
    
    
    
    100,000
    
    
    
    3,075Technology Officer
 
 (1)
    
    For Mr. Dukat: (i) Bonus for fiscal 2006 was a bonus paid under the Companys Fiscal
2006 Incentive Compensation Plan; (ii) Bonus for fiscal 2005 was a bonus paid under the
Fiscal 2005 Executive Incentive Compensation Plan; (iii) Bonus for fiscal 2004 was a bonus
paid in recognition of the Companys performance for the fourth quarter of fiscal 2004; and
(iv) All Other Compensation for each period shown represents 401(k) matching contributions
by the Company.(2)
    
    Mr. Henn was appointed by the Board as an executive officer of the Company in October 2005
and his compensation reflects approximately six months of service during fiscal 2006. For Mr.
Henn, Bonus for fiscal 2006 was a prorated bonus for six months of service under the
Companys Fiscal 2006 Incentive Compensation Plan.(3)
    
    For Mr. Gregg: (i) Bonus for fiscal 2006 was a bonus paid under the Companys Fiscal 2006
Incentive Compensation Plan; (ii) Bonus for fiscal 2005 was a bonus paid under the Fiscal
2005 Management Council Incentive Compensation Plan; (iii) Bonus for fiscal 2004 was a bonus
paid in recognition of the Companys performance for the fourth quarter of fiscal 2004; and
(iv) All Other Compensation for each period shown represents 401(k) matching contributions
by the Company.(4)
    
    For Mr. Trino: (i) Bonus for fiscal 2006 was a bonus paid under the under the Companys
Fiscal 2006 Incentive Compensation Plan; (ii) Bonus for fiscal 2005 was a bonus paid under
Mr. Trinos consultant incentive compensation plan; and (iii) Other Annual Compensation for
fiscal 2005 represents compensation paid to Mr. Trino as a consultant to the Company. Mr.
Trino was also paid $20,000 as a consultant bonus for fiscal 2004 prior to becoming an
employee and executive officer of the Company.(5)
    
    For Mr. Beckman: (i) Bonus for fiscal 2006 was a bonus paid the under the Companys Fiscal
2006 Incentive Compensation Plan; (ii) Bonus for fiscal 2005 was a bonus paid under the
Fiscal 2005 Management Council Incentive Compensation Plan; and (iii) All Other Compensation
for each period shown represents 401(k) matching contributions by the Company.(6)
    
    Represents the fair market value of awards of restricted stock, based upon the closing price
of the Common Stock on the date of grant. On May 13, 2005, the closing price of the Common
Stock was $2.13 and the Company made awards of restricted stock as follows: Mr. Dukat, 47,500
shares; Mr. Gregg, 12,500 shares; Mr. Trino, 12,500 shares; and Mr. Beckman, 9,400 shares. On
October 13, 2005 the closing price of the Common Stock was $2.88 and the Company awarded Mr.
Henn 10,000 shares of
restricted stock. Dividends are paid on these shares if and when dividends are paid on Common
Stock. The restricted stock awards vest 100% on the third anniversary of the date of the grant.
As of March 31, 2006, the aggregate number and value (based on the March 31, 2006 closing price
of $3.64) of restricted stock held by the Named Executive Officers was as follows: Mr. Dukat,
47,500 shares valued at $172,900; Mr. Henn, 10,000 shares valued at $36,400; Mr. Gregg, 12,500
shares valued at $45,500; Mr. Trino, 12,500 shares valued at $45,500; and Mr. Beckman, 9,400
shares valued at $34,216. - 6 -




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##### Table of Contents



OPTION GRANTS IN LAST FISCAL YEAR
  Individual GrantsNumber of
    
    Percent of
    
    
    
    
    
    
    
    
    
    Potential Realizable Value atSecurities
    
    Total Options
    
    
    
    
    
    
    
    
    
    Assumed Annual Rates of StockUnderlying
    
    Granted to
    
    Exercise
    
    
    
    
    
    Price Appreciation for OptionOptions
    
    Employees in
    
    Price per
    
    Expiration
    
    Term (3)Name
    
    Granted (#)
    
    Fiscal Year
    
    Share ($)
    
    Date
    
    5% ($)
    
    10% ($)Gregory J. Dukat
    
    
    210,000
    (1)
    
    
    11.4
    %
    
    
    2.18
    
    
    
    5/13/2015
    
    
    
    287,908
    
    
    
    729,61571,000
    (2)
    
    
    3.9
    %
    
    
    2.18
    
    
    
    5/13/2015
    
    
    
    97,340
    
    
    
    246,679Patrick M. Henn
    
    
    150,000
    (1)
    
    
    8.2
    %
    
    
    2.88
    
    
    
    10/13/2015
    
    
    
    271,682
    
    
    
    688,49710,000
    (2)
    
    
    0.5
    %
    
    
    2.88
    
    
    
    10/13/2015
    
    
    
    18,112
    
    
    
    45,900John D. Gregg
    
    
    56,250
    (1)
    
    
    3.1
    %
    
    
    2.18
    
    
    
    5/13/2015
    
    
    
    77,118
    
    
    
    195,43218,750
    (2)
    
    
    1.0
    %
    
    
    2.18
    
    
    
    5/13/2015
    
    
    
    25,706
    
    
    
    65,144Joseph T. Trino
    
    
    56,250
    (1)
    
    
    3.1
    %
    
    
    2.18
    
    
    
    5/13/2015
    
    
    
    77,118
    
    
    
    195,43318,750
    (2)
    
    
    1.0
    %
    
    
    2.18
    
    
    
    5/13/2015
    
    
    
    25,706
    
    
    
    65,114Arthur W. Beckman
    
    
    42,188
    (1)
    
    
    2.3
    %
    
    
    2.18
    
    
    
    5/13/2015
    
    
    
    57,839
    
    
    
    146,57614,062
    (2)
    
    
    0.8
    %
    
    
    2.18
    
    
    
    5/13/2015
    
    
    
    19,279
    
    
    
    48,856
 
 (1)
    
    Time-vested option grants are exercisable in 33.3% annual increments beginning on the first
anniversary of the grant date.(2)
    
    Performance-vested option grants vest, if at all, based on certain three-year adjusted
earnings per share targets.(3)
    
    Potential gains are net of exercise price, but before taxes associated with exercise.
Potential realizable value is based on the assumption that the Common Stock of the Company
appreciates at the annual rate shown (compounded annually) from the date of grant until the
expiration of the option term. These values are calculated based on SEC requirements and do
not reflect the Companys estimate of future stock price growth. Actual gains, if any, on
stock option exercises are dependent on the future performance of the Companys Common Stock
and overall market conditions. AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION VALUES
  Number of Securities Underlying
    
    Value of UnexercisedShares
    
    Value
    
    Unexercised Options at
    
    in-the-Money Options at FiscalAcquired on
    
    Realized
    
    Fiscal Year-End (#)
    
    Year-End ($)(2)Name
    
    Exercise (#)
    
    ($)(1)
    
    Exercisable
    
    Unexercisable
    
    Exercisable
    
    UnexercisableGregory J. Dukat
    
    
    0
    
    
    
    0
    
    
    
    583,334
    
    
    
    720,166
    
    
    
    873,585
    
    
    
    878,675Patrick M. Henn
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    170,000
    
    
    
    0
    
    
    
    121,600John D. Gregg
    
    
    20,000
    
    
    
    34,000
    
    
    
    162,500
    
    
    
    215,000
    
    
    
    273,750
    
    
    
    286,550Joseph T. Trino
    
    
    0
    
    
    
    0
    
    
    
    47,500
    
    
    
    220,000
    
    
    
    78,400
    
    
    
    321,800Arthur W. Beckman
    
    
    0
    
    
    
    0
    
    
    
    230,500
    
    
    
    160,650
    
    
    
    252,400
    
    
    
    244,425
 
 (1)
    
    Represents the amount equal to the excess of the fair market value of the shares at the time
of exercise over the exercise price.(2)
    
    Determined by taking the difference between the closing price of the Companys Common Stock
on March 31, 2006 of $3.64 per share less the exercise price of the option granted, multiplied
by the number of shares subject to the option. If the exercise price of the option exceeds
the closing price, the value of the option is not in-the-money and the value is deemed to be
zero. - 7 -




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EMPLOYMENT CONTRACTS AND TERMINATION OF
EMPLOYMENT AND CHANGE-IN-CONTROL ARRANGEMENT
  Employment Agreements with Executives
       - 8 -




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##### Table of Contents



Change of Control Severance Agreements with Executives
     Director Compensation
 Director Compensation Prior to July 26, 2005
  Cash Fees.
  Equity Awards.
 - 9 -




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New Director Compensation Policy
  Cash Fees.
 Equity Awards.
  SUMMARY BOARD COMPENSATION TABLE
FOR FISCAL YEAR ENDED MARCH 31, 2006
FOR NON-EMPLOYEE DIRECTORS
 Annual
    
    Committee andRetainer
    
    Chairman Fees
    
    
    
    
    
    Stock
    
    Restricted StockName of Directors
    
    Fees ($)
    
    ($)
    
    Meeting Fees ($)
    
    Options (#) (1)
    
    ($)(2)Richard C. Cook
    
    
    17,500
    
    
    
    4,250
    
    
    
    10,000
    
    
    
    
    
    
    
    50,000Allen R. Freedman
    
    
    17,500
    
    
    
    22,375
    
    
    
    8,000
    
    
    
    
    
    
    
    50,000Eric Haskell
    
    
    17,500
    
    
    
    0
    
    
    
    11,000
    
    
    
    50,000
    
    
    
    Kenneth G. Lawrence
    
    
    15,000
    
    
    
    0
    
    
    
    6,000
    
    
    
    
    
    
    
    100,000Thomas R. Madison , Jr.
    
    
    17,500
    
    
    
    0
    
    
    
    4,000
    
    
    
    
    
    
    
    50,000Frederick J. Schwab
    
    
    17,500
    
    
    
    14,000
    
    
    
    9,000
    
    
    
    
    
    
    
    50,000Douglas S. Massingill (3)
    
    
    7,500
    
    
    
    3,625
    
    
    
    3,000
    
    
    
    
    
    
    
    Frederick C. Lane (4)
    
    
    2,500
    
    
    
    250
    
    
    
    0
    
    
    
    
    
    
    
    
 
 (1)
    
    Under the Director Option Plan, Mr. Haskell was automatically granted a non-qualified
option to purchase 50,000 shares of Common Stock on May 5, 2005, the date he became a
director. The exercise price of such option is $2.14 and such option becomes exercisable
as to 25% of the shares subject to such option on each anniversary of its date of grant. - 10 -




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##### Table of Contents



(2)
    
    Represents the fair market value of awards of restricted stock, based upon the closing
price of the Common Stock on the date of grant. On July 26, 2005, the closing price of the
Common Stock was $2.24 and the Company awarded Mr. Lawrence 44,643 shares of restricted
stock. Such restricted stock will vest in equal installments upon the first five
anniversaries of the grant date. On October 17, 2005, the closing price of the Common
Stock was $2.76 and the Company made awards of 18,116 shares of restricted stock to each of
Messrs. Cook, Freedman, Madison and Schwab. Such restricted stock will vest in equal
installments upon the first three anniversaries of the grant date. Dividends are paid on
these shares if and when dividends are paid on Common Stock. As of March 31, 2006, the
aggregate number and value (based on the March 31, 2006 closing price of $3.64) of
restricted stock held by each director was as follows: Mr. Cook, 18,116 shares valued at
$65,942; Mr. Freedman, 18,116 shares valued at $65,942; Mr. Lawrence, 44,643 shares valued
at $162,500; Mr. Madison, 18,116 shares valued at $65,942; and Mr. Schwab, 18,116 shares
valued at $65,942.(3)
    
    Mr. Massingill did not stand for reelection at the Annual Meeting of Stockholders on
October 17, 2005.(4)
    
    Mr. Lane resigned from the Board on May 5, 2005. COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
  
 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
 SECURITY OWNERSHIP OF MANAGEMENT; PRINCIPAL STOCKHOLDERS
  Shares
    
    ApproximateBeneficially
    
    PercentageStockholder
    
    Owned(1)
    
    of Ownership(1)Columbia Wanger Asset Management, L.P. (2)
    
    
    6,340,000
    
    
    
    10.7
    %Tocqueville Asset Management, L.P. (3)
    
    
    3,298,160
    
    
    
    5.6
    %Paradigm Capital Management, Inc. (4)
    
    
    3,185,600
    
    
    
    5.4
    %S Squared Technology, LLC (5)(6)
    
    
    3,038,200
    
    
    
    5.1
    %Arthur W. Beckman (7)
    
    
    315,750
    
    
    
    *Gregory J. Dukat (8)
    
    
    855,334
    
    
    
    1.4
    %John D. Gregg (9)
    
    
    232,500
    
    
    
    *Patrick M. Henn (10)
    
    
    25,834
    
    
    
    *Joseph T. Trino (11)
    
    
    107,500
    
    
    
    *Richard C. Cook (12)
    
    
    30,616
    
    
    
    *Allen R. Freedman (13)
    
    
    833,216
    
    
    
    1.4
    %Eric Haskell (14)
    
    
    12,500
    
    
    
    *Kenneth G. Lawrence (15)
    
    
    44,643
    
    
    
    *Thomas R. Madison, Jr. (16)
    
    
    902,820
    
    
    
    1.5
    %Frederick J. Schwab (17)
    
    
    48,116
    
    
    
    *All current directors and executive
officers as a group (11 persons)
    
    
    3,408,829
    
    
    
    5.6
    %
 
 *
    
    Less than 1%(1)
    
    Beneficial ownership is determined in accordance with the rules of the SEC that deems shares
to be beneficially owned by any person who has or shares voting power or investment power with
respect to such shares. Unless otherwise indicated below, the
persons and entities named in the table have sole voting and sole investment power with respect
to all shares beneficially owned, subject to community property laws where applicable. Shares
of the Companys Common Stock that will be issuable to the identified person or entity pursuant
to stock options that are either immediately exercisable or exercisable within sixty days of - 11 -




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July 17, 2006 are deemed to be outstanding and to be beneficially owned by the person holding
such options or warrants for the purpose of computing the percentage ownership of such person
but are not treated as outstanding for the purpose of computing the percentage ownership of any
other person.(2)
    
    Represents shares reported on Schedule 13G/A dated February 13, 2006, of which Columbia
Wanger Asset Management, L.P. (WAM) and WAM Acquisition GP, Inc., its general partner, have
shared voting and investment power. Columbia Acorn Trust has shared voting and investment
power over 8.6% of the shares beneficially owned by WAM. The address of WAM is 227 West
Monroe Street, Suite 3000, Chicago, Illinois 60606.(3)
    
    Represents shares reported on Schedule 13G dated February 14, 2006. The address of
Tocqueville Asset Management, L.P. is 40 West 57th Street, 19th Floor, New York, New York
10019.(4)
    
    Represents shares reported on Schedule 13G/A dated February 14, 2006. The address of
Paradigm Capital Management, Inc. is Nine Elk Street, Albany, New York 12207.(5)
    
    Represents shares reported on Schedule 13G/A dated February 9, 2006. S Squared Technology,
LLC has sole voting and dispositive power over these shares. The address of S Squared
Technology, LLC is 515 Madison Avenue, New York, NY 10022.(6)
    
    Includes 522,200 shares of Common Stock beneficially owned by S Squared Capital II
Management, LLC, an affiliate of S Squared Technology, LLC.(7)
    
    For Mr. Beckman, includes 21,900 shares of restricted stock and 284,251 shares subject to
options exercisable within 60 days of July 17, 2006.(8)
    
    For Mr. Dukat, includes 95,000 shares of restricted stock and 710,334 shares subject to
options exercisable within 60 days of July 17, 2006.(9)
    
    For Mr. Gregg, includes 25,000 shares of restricted stock and 207,500 shares subject to
options exercisable within 60 days of July 17, 2006.(10)
    
    For Mr. Henn, includes 22,500 shares of restricted stock and 3,334 shares subject to options
exercisable within 60 days of July 17, 2006.(11)
    
    For Mr. Trino, includes 25,000 shares of restricted stock and 82,500 shares subject to
options exercisable within 60 days of July 17, 2006.(12)
    
    For Mr. Cook, includes 18,116 shares of restricted stock and 12,500 shares subject to options
exercisable within 60 days of July 17, 2006.(13)
    
    For Mr. Freedman, includes 18,116 shares of restricted stock and 17,500 shares subject to
options exercisable within 60 days of July 17, 2006. Also includes 725,600 shares held by Mr.
Freedman and 72,000 shares held by Mr. Freedmans wife. Mr. Freedman disclaims beneficial
ownership, for purposes of Section 16 of the Exchange Act or otherwise, of all such shares
owned by his wife.(14)
    
    For Mr. Haskell, includes 12,500 shares subject to options exercisable within 60 days of July
17, 2006.(15)
    
    For Mr. Lawrence, all 44,643 shares are restricted stock.(16)
    
    For Mr. Madison, includes 18,116 shares of restricted stock and 850,977 shares subject to
options exercisable within 60 days of July 17, 2006. Also includes 33,727 shares held by The
Madison Family Trust. Mr. Madison disclaims beneficial ownership, for purposes of Section 16
of the Exchange Act or otherwise, of all such shares owned by the trust.(17)
    
    For Mr. Schwab, includes 18,116 shares of restricted stock and 30,000 shares subject to
options exercisable within 60 days of July 17, 2006.  
 Item 13. Certain Relationships and Related Transactions
  
 Item 14. Principal Accountant Fees and Services
  Fiscal2006
    
    
    Fiscal2005Audit Fees
    
    $
    807,000
    
    
    $
    812,000Audit-Related Fees
    
    
    12,000
    
    
    
    34,000Tax Fees
    
    
    264,000
    
    
    
    471,000All Other Fees
    
    
    2,500
    
    
    
    0Total
    
    $
    1,085,500
    
    
    $
    1,317,000
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##### Table of Contents




    
    Audit Fees These are fees for professional services associated with the annual audit
of the Companys financial statements and the Companys internal control over financial
reporting, the required review of the Companys financial statements included in the Form
10-Q filings and statutory audits required internationally.
    
    Audit-Related Fees These are fees for assurance and related services that
traditionally are performed by independent registered public accountants, such as due
diligence related to acquisitions and dispositions, attestation services that are not
required by statute or regulation and statutory subsidiary or equity investment audits
incremental to the audit of the consolidated financial statements.
    
    Tax Fees These are fees for all professional services performed by professional staff
in Ernst & Young LLPs tax division, except those services related to the audit of our
financial statements. These include fees for tax compliance, tax planning, and tax advice,
including federal, state and local issues. Services may also include assistance with tax
audits and appeals before the IRS and similar state and local agencies, as well as federal,
state, and local tax issues related to due diligence.
    
    All Other Fees These are fees for other permissible work performed and for products
and services that do not meet the above-described categories.
 Audit Committee Review
   
 PART IV
 
 Item 15. Exhibits and Financial Statement Schedules
 Exhibits
  ExhibitNumber
    
    Description31.1
    
    Certification of Chief Executive Officer of the Registrant, pursuant to Rule 13a-14(a) or Rule 15d-14(a)31.2
    
    Certification of Chief Financial Officer of the Registrant, pursuant to Rule 13a-14(a) or Rule 15d-14(a)
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##### Table of Contents



SIGNATURES
  Indus International, Inc.By:
    /s/ Gregory J. DukatGregory J. DukatPresident and Chief Executive Officer   Signature
    
    Title
    
    Date/s/ Gregory J. Dukat

Gregory J. Dukat
    
    President and Chief Executive Officer (Principal
Executive Officer), Director
    
    July 28, 2006/s/ Patrick M. Henn

Patrick M. Henn
    
    Executive Vice President and Chief Financial Officer (Principal
Financial and Accounting Officer)
    
    July 28, 2006*

Allen R. Freedman
    
    Chairman of the Board, Director
    
    July 28, 2006*

Richard C. Cook
    
    Director
    
    July 28, 2006*

Eric Haskell
    
    Director
    
    July 28, 2006*

Thomas R. Madison, Jr.
    
    Director
    
    July 28, 2006*

Kenneth G. Lawrence
    
    Director
    
    July 28, 2006*

Frederick J. Schwab
    
    Director
    
    July 28, 2006* /s/ Gregory J. Dukat

Gregory J. Dukat, as attorney in fact
    
    
    
    July 28, 2006
 - 14 -