Edgar Filing: Patni Computer Systems LTD

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Form 6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN ISSUER

Pursuant to Rule 13a-16 or 15d-16 of

the Securities Exchange Act of 1934

For January 25, 2012

PATNI COMPUTER SYSTEMS LIMITED

Akruti Softech Park, MIDC Cross Road No 21,

Andheri (E), Mumbai - 400 093, India

(Exact name of registrant and address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F x Form 40-F ¨

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes ¨ No x

If “Yes” is marked, indicate below the file under assigned to the registrant in connection with Rule 12g3-2(b):


Patni Computer Systems Limited			FAX to SE

Registered Office: Level II, Tower 3, Cybercity, Magarpatta City, Hadapsar, Pune - 411 013, India.

Corporate Office: Akruti , MIDC Cross Road No 21, Andheri (E), Mumbai - 400 093, India.

Audited financial results of Patni Computer Systems Limited for the three month and year ended 31 December 2011, as per Indian GAAP (Standalone)

in Lakhs except share data

Three months ended

Year ended

31 December

30 September

31 December

31 December

31 December

2011

2010

2011

2010

(Unaudited)

(Audited)

(Unaudited)

(Audited)

Income

Sales and service income

60,834

53,331

49,477

215,167

189,127

Other operating income

811

(2,177

)

4,794

5,076

13,934

61,645

51,154

54,271

220,243

203,061

Expenditure

Personnel costs (Refer Note 8)

39,112

29,379

26,878

126,397

94,622

Selling, general and administration costs

8,113

8,644

8,518

32,701

34,878

Depreciation (net of transfer from revaluation reserves)

2,915

2,933

2,183

10,973

9,190

50,140

40,956

37,579

170,071

138,690

Profit from operations before Other Income and Interest

11,505

10,198

16,692

50,172

64,371

Other income

3,826

2,142

1,826

9,520

7,616

Profit before interest

15,331

12,340

18,518

59,692

71,987

Interest costs

(69

)

154

293

434

Profit before prior period items and taxation

15,400

12,186

18,452

59,399

71,553

Tax Expenses

403

3,082

(1,094

)

9,040

6,048

Profit after tax and before prior period items

14,997

9,104

19,546

50,359

65,505

Prior period item (Refer Note 9)

—

381

—

Net Profit for the period

14,997

9,104

19,546

49,978

65,505

Paid up equity share capital (Face value per equity share of LOGO 2 each)

2,690

2,681

2,628

2,690

2,628

Reserves excluding revaluation reserves

333,885

291,668

Earnings per equity share of 2 each

- Basic

11.18

6.79

14.93

37.43

50.35

- Diluted

11.08

6.65

14.51

36.83

48.77

Dividend per share (Face value per equity share of 2 each)

—

63.00

Public Shareholding

- Number of Shares

24,403,418

23,972,257

71,327,878

24,403,418

71,327,878

- Percentage of Shareholding

18.14

17.88

54.28

18.14

54.28

Promoters and Promoter group Shareholding

a) Pledge/Encumbered

- Number of shares

—

- Percentage of shares (as a % of the total shareholding of promoter group)

—

- Percentage of shares (as a % of the total share capital of the Company)

—

b) Non-encumbered

- Number of shares

110,090,715

60,091,202

110,090,715

60,091,202

- Percentage of shares (as a % of the total shareholding of promoters and promoter group)

100.00

100.00

100.00

100.00

- Percentage of shares (as a % of the total share capital of the Company)

81.86

82.12

45.72

81.86

45.72

Notes:

1	The above statement of financial results was reviewed by the Audit Committee and approved by the Board of Directors at its meeting held on 25 January 2012.

On 12 May 2011, the Company was acquired by iGATE Corporation (“iGATE”) through two of its wholly-owned subsidiaries, Pan-Asia iGATE Solutions, (“iGATE Mauritius”), and iGATE Global Solutions Limited (“iGS” and, together with iGATE Mauritius, the “Purchasers”). The acquisition involved acquiring 60.1 million shares or 45.0% of the outstanding share capital from the promoters of the Company and 22.9 million shares (inclusive of the American Depositary Shares representing 20.2 million shares) or 17.1% of the outstanding share capital of the Company from General Atlantic Mauritius Limited. Further in accordance with the requirements of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeover) Regulations, 1997, as amended, and a tender offer pursuant to the U.S. Securities Exchange Act of 1934, as amended, and the rules and regulations of the U.S. Securities and Exchange Commission, the Purchasers also acquired an additional 27.1 million shares or 20.3% of the outstanding shares of the Company through a mandatory open public offer made on 8 April 2011 to the other shareholders of the Company.

3	As of 31 December 2011, iGATE Corporation holds 81.86% of outstanding shares.


Particulars	As of 31 December
	2011		2010
	(Audited)		(Audited)
Shareholders’ funds
a) Share Capital		4,189		5,051
b) Reserves and Surplus		333,895		291,679
Loan funds		120		98
Deferred tax liability		1,219		618

Total		339,423		297,446

Fixed assets (Net)		63,500		68,721
Investments		225,643		183,503
Deferred tax asset, net		2,960		—
Current assets, loans and advances
a) Sundry Debtors		46,415		37,278
b) Cash and Bank balances		9,346		16,698
c) Unbilled revenue		8,301		7,244
d) Loans and Advances		32,425		31,068
Less: Current liabilities and provisions
a) Liabilities		33,096		30,557
b) Provisions		16,071		16,509

Total		339,423		297,446

*	Share Capital includes Stock option outstanding 1,499 (December 2010: 2,423)


Patni Computer Systems Limited		FAX to SE

Registered Office : Level II, Tower 3, Cybercity, Magarpatta City, Hadapsar, Pune - 411 013, India.

Corporate Office : Akruti , MIDC Cross Road No 21, Andheri (E) , Mumbai - 400 093, India.

Audited financial results of Patni Computer Systems Limited for the three month and year ended 31 December 2011, as per Indian GAAP (Standalone) (Contd.)

4	Investor complaints for the quarter ended 31 December 2011


Pending as on 1 October 2011	Received during the quarter		Disposed of during the quarter		Unresolved at the end of the quarter
—		13		13		—

5	Statement of Utilisation of ADS Funds as of 31 December 2011


	No of shares		Price		As of December
					2011		2010
Amount raised through ADS (6,156,250 ADSs @ $ 20.34 per ADS)		12,312,500		466		57,393		57,393
Share issue expenses						3,694		3,694

Net proceeds						53,699		53,699

Deployment:
1 Held as short term investments						5,931		8,834
2 Utilised for Capital expenditure for office facilities						47,768		44,865

Total						53,699		53,699

6	As a result of acquisition of the Company by iGATE Corporation, the management terminated the services of certain employees and incurred 1,690 of severance costs which has been included in Personnel costs in year ended 31 December 2011.

7	With effect from 1 April 2011, the Company has aligned the estimated useful lives of Furniture and Fixtures and Electrical Installations with those followed by iGATE Corporation, its ultimate parent Company.

The revisions have been accounted for prospectively as change in accounting estimates resulting in additional depreciation charge in the year ended 31 December 2011 of LOGO 2,140.

As per Company’s practice, it has finalised the amount of incentive payable to certain employees for the fiscal year 31 December 2010 based on completion of employee appraisals during the year ended 31 December 2011. Accordingly, the Company has reversed incentive accrual amounting to LOGO

1,529 (net of provisions for overachievements) which has been included under personnel cost in profit and loss account for the year ended 31 December 2011.

9	Prior period item for the year ended 31 December 2011 includes deferred costs amounting to 381

On 16 November 2011, the Company informed that it was seeking the consent of its Members to a delisting proposal received from Pan-Asia iGATE Solutions and iGATE Global Solutions Limited, a part of the Promoter Group of the Company, to voluntarily delist the equity shares of the Company from the National Stock Exchange of India Limited (NSE) and the Bombay Stock Exchange Limited (BSE) where the equity shares of the Company are presently listed and the American Depository Shares (“ADSs”) of the Company from the New York Stock Exchange (“NYSE”), where the ADSs of the Company are presently listed, by way of postal ballot pursuant to the provisions of Section 192A (2) of the Companies Act, 1956 read with the Companies (Passing of the Resolutions by Postal Ballot) Rules, 2011.

The Postal Ballot closed at 1700 hours IST on 6 January 2012 and the Special Resolution contained in the Postal Ballot Notice dated 5 December 2011 was duly passed by the requisite majority as required under Section 189(2) of the Companies Act, 1956, Regulation 8(1) (b) of the Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 (“Delisting Regulations”) as well as the applicable rules of the NYSE and the U.S. Securities and Exchange Commission (SEC) and the U. S. Securities Exchange Act of 1934, all as amended from time to time.

The delisting offer (the “Delisting Offer”) involves a price discovery mechanism, which is known in India as a “Reverse Book Building Process.” The offer price (the “Offer Price”) (i.e., the price at which the Shares of the Public Shareholders are to be purchased pursuant to the Delisting Offer) is determined after establishment of a statutorily prescribed “floor price,” which is determined in accordance with Delisting Regulations. Accordingly, the floor price for the Delisting Offer of LOGO 356.74 per share was determined.

The NSE gave an in-principle approval of the Delisting Proposal on 13 January 2012 and the BSE gave its in-principle approval on 19 January 2012; subject to certain terms and conditions being fulfilled. The Company is awaiting approvals from other authorities including the RBI and SEC. Once all approvals are in place, a Public Announcement (PA) will be made in accordance with the Delisting Regulations.

The entire process including payment of consideration to the shareholders who have validly tendered shares would take up to 30 days while the actual delisting from the exchanges would take up to 60 days, from the date of the PA.

11	Previous period figures have been appropriately reclassified / regrouped to conform to the current period’s presentation.


Patni Computer Systems Limited and Subsidiaries					FAX to SE

Registered Office : Level II, Tower 3, Cybercity, Magarpatta City, Hadapsar, Pune - 411 013, India.

Corporate Office : Akruti , MIDC Cross Road No 21, Andheri (E) , Mumbai - 400 093, India.

Audited consolidated financial results of Patni Computer Systems Limited and Subsidiaries for the Year 2011 and three months ended 31 December 2011, as per Indian GAAP.


									in Lakhs except share data

	Three months ended								Year ended
	31 December 2011			30 September 2011			31 December 2010		31 December 2011			31 December 2010
	(Unaudited)			(Audited)			(Unaudited)		(Audited)			(Audited)
Income
Sales and service income		99,730			88,934			82,087		356,794			318,808
Other operating income		1,189			(1,842	)		4,695		5,995			14,056

		100,919			87,092			86,782		362,789			332,864

Expenditure
Personnel costs (refer note 6)		52,088			51,857			49,666		218,169			188,981
Selling, general and administration costs		26,875			21,283			18,234		82,850			68,758
Depreciation (net of transfer from revaluation reserves)		3,419			3,421			2,933		13,678			11,846

		82,382			76,561			70,833		314,697			269,585

Profit from operations before Other Income and Interest		18,537			10,531			15,949		48,092			63,279
Other income		3,947			2,261			1,922		10,005			7,887
Profit before interest		22,484			12,792			17,871		58,097			71,166
Interest (income)/costs		(65	)		158			102		268			478
Impairment of intangibles (refer note 10)		—						—		8,918			—

Profit before prior period items and tax		22,549			12,634			17,769		48,911			70,688

Tax expenses		2,507			3,607			275		7,155			8,371

Profit after tax and before prior period items		20,042			9,027			17,494		41,756			62,317

Prior period items (refer note 9)		—			—			—		(1,610	)		—

Net Profit for the period		20,042			9,027			17,494		40,146			62,317

Paid up equity share capital (Face value per equity share of 2 each)		2,690			2,681			2,628		2,690			2,628
Reserves excluding revaluation reserves										366,160			320,018

Earnings per equity share of 2 each
- Basic		14.94			6.74			13.35		30.07			47.90
- Diluted		14.81			6.60			13.00		29.58			46.44
Dividend per share (Face value per equity share of 2 each)													63.00

Public Shareholding
- Number of Shares		24,403,418			23,972,257			71,327,878		24,403,418			71,327,878
- Percentage of Shareholding		18.14			17.88			54.28		18.14			54.28

Promoters and Promoter group Shareholding
a) Pledge/Encumbered
- Number of shares		—			—			—		—			—
- Percentage of shares (as a % of the total shareholding of promoter group)		—			—			—		—			—
- Percentage of shares (as a % of the total share capital of the Company)		—			—			—		—			—
b) Non-encumbered
- Number of shares		110,090,715			110,090,715			60,091,202		110,090,715			60,091,202
- Percentage of shares (as a % of the total shareholding of promoters and promoter group)		100.00			100.00			100.00		100.00			100.00
- Percentage of shares (as a % of the total share capital of the Company)		81.86			82.12			45.72		81.86			45.72

Notes :

1	The above statement of financial results was reviewed by the Audit Committee and approved by the Board of Directors at its meeting held on 25 January 2012.


3	Particulars	As of 31 December
		(Audited) 2011		(Audited) 2010
	Shareholders’ funds
	a) Capital		4,316		6,195
	b) Reserves and surplus		366,170		320,029
	Loan funds
	Secured loans		120		107
	Deferred tax liability, net		1,181		312

	TOTAL		371,787		326,643

	Goodwill and Intangible Assets		61,209		64,936
	Fixed assets, net		60,933		65,619
	Investments		168,804		126,149
	Deferred tax asset, net		11,354		6,951
	Current assets, loans and advances
	a) Sundry debtors		73,141		54,385
	b) Cash and bank balances		22,598		35,337
	c) Unbilled revenue		17,355		13,889
	d) Loans and advances		41,320		36,952
	Less: Current liabilities and provisions
	a) Liabilities		64,221		51,823
	b) Provisions		20,706		25,752

	TOTAL		371,787		326,643

*	Share Capital includes Stock option outstanding 1,626 (2010: 3,566)


Patni Computer Systems Limited and Subsidiaries				FAX to SE

Registered Office: Level II, Tower 3, Cybercity, Magarpatta City, Hadapsar, Pune - 411 013, India.

Corporate Office: Akruti, MIDC Cross Road No 21, Andheri (E), Mumbai - 400 093, India.

4	Investor complaints for the quarter ended 31 December 2011


Pending as on 1 October 2011	Received during the quarter		Disposed of during the quarter		Unresolved at the end of the quarter
—		13		13		—

5	Statement of Utilisation of ADS Funds as of 31 December 2011

No of shares

Price

Amount

2011

2010

Amount raised through ADS (6,156,250 ADSs @ $20.34 per ADS)

12,312,500

466

57,393

Share issue expenses

3,694

Net proceeds

53,699

Deployment:

1 Held as short term investments

5,931

8,834

2 Utilised for Capital expenditure for office facilities

47,768

44,865

Total

53,699

6	As a result of acquisition of the Company, the management terminated the services of certain employees and the Company incurred 5,964 of severance costs which have been included in Personnel costs in year ended 31 December 2011.

7	With effect from 1 April 2011, the Company has aligned the estimated useful lives of Furniture and Fixtures and Electrical Installations with those followed by iGATE Corporation, it’s ultimate parent Company.

The Company finalised the amount of incentive payable to certain employees for the fiscal year 31 December 2010 based on completion of employee appraisals during the year ended 31 December 2011. Accordingly, the Company has reversed incentive accrual amounting to LOGO

2,841 (net of provisions for overachievements) which has been included under Personnel costs in profit and loss account for the year ended 31 December 2011.

9	Prior period items:

Prior period item for the year ended 31 December 2011 includes following items:


Particulars	31 December 2011			31 December 2010
Provision for long term medical benefits		673			—
Compensated absences		(81	)		—
Deferred cost for revenue contracts		1,018			—

Total		1,610			—

During quarter 2, the Company evaluated certain IPR with value of LOGO

8,918 and concluded that they were impaired as a result of substantial decline in expected cash flows and change in business strategy for usage of IPR. Accordingly, in the year ended 31 December 2011, the Company recorded an impairment charge of LOGO

8,918.

Consequent to iGATE acquiring majority ownership in the Company, there has been change in operational and management structure of the Company. With this change, the board of directors and CEO of the Company review the performance of the Company as one primary segment. Accordingly, no segment disclosure is made for primary business segment.

The Postal Ballot closed at 1700 hours IST on 6 January 2012 and the Special Resolution contained in the Postal Ballot Notice dated 5 December 2011 was duly passed by the requisite majority as required under Section 189(2) of the Companies Act, 1956, Regulation 8(1) (b) of the Securities and Exchange Board of India (“SEBI”) (Delisting of Equity Shares) Regulations, 2009 (“Delisting Regulations”) as well as the applicable rules of the NYSE and the U.S. Securities and Exchange Commission (SEC) and the U. S. Securities Exchange Act of 1934, all as amended from time to time.

The NSE gave an in-principle approval of the Delisting Proposal on 13 January 2012 and the BSE gave its in-principle approval on 19 January 2012; subject to certain terms and conditions being fulfilled. The Company is awaiting approvals from other authorities including the RBI and SEC. Once all approvals are in place, a public announcement will be made in accordance with the Delisting Regulations.

13	Previous period’s figures have been appropriately reclassified/regrouped to conform to the current period’s presentation.


Patni Computer Systems Limited and Subsidiaries				FAX to SE

Registered Office : Level II, Tower 3, Cybercity, Magarpatta City, Hadapsar, Pune - 411 013, India.

Corporate Office : Akruti, MIDC Cross Road No 21, Andheri (E), Mumbai - 400 093, India.

Summary of Consolidated financial results of Patni Computer Systems Limited and subsidiaries for the quarter and year ended 31 December 2011, prepared as per US GAAP


	US $ in lakhs except share data

	Three months ended
	31 December 2011			31 December 2010			30 September 2011			16 May 2011 through 31 December 2011			1 January 2011 through 15 May 2011			Year ended 31 December 2010
	(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)			(Audited)
	Successor Company			Predecessor Company			Successor Company			Successor Company			Predecessor Company			Predecessor Company
Net revenues		1,942			1,830			1,910			4,795			2,799			7,017
Cost of revenues (exclusive of depreciation and amortization)		1,174			1,165			1,219			3,029			1,797			4,278

Gross profit		768			665			691			1,766			1,002			2,739

Selling, general and administrative expenses		342			342			355			952			680			1,344
Depreciation and amortization		113			73			111			289			110			285
Foreign exchange (gain)/loss, net		(4	)		(81	)		68			32			(92	)		(220	)

Operating income		317			331			157			493			304			1,330

Interest and dividend income		38			22			36			96			48			134
Interest income/(expense)		1			8			(4	)		(4	)		(2	)		(11	)
Interest expense reversed		8			—			—			8			—			11
Gain/(loss) on sale of investments, net		25			24			(2	)		29			11			56
Other income, net		6			2			3			11			5			5

Income before income taxes		395			387			190			633			366			1,525
Income taxes		119			(7	)		20			160			104			193

Net Income		276			394			170			473			262			1,332

Earnings per share
- Basic	$	0.21		$	0.30		$	0.13		$	0.35		$	0.20		$	1.02
- Diluted	$	0.20		$	0.29		$	0.13		$	0.35		$	0.19		$	0.99
Weighted average number of common shares used in computing earnings per share
- Basic		134,115,493			131,142,633			134,020,900			134,645,493			131,464,575			130,101,442
- Diluted		135,405,670			134,506,173			135,457,278			135,444,474			135,165,637			133,848,374
Total assets		14,772			8,728			15,773			14,772						8,728
Cash and cash equivalents		423			787			433			423						787
Investments		3,224			2,836			3,238			3,224						2,836

Notes:

1	The above summary of consolidated unaudited financial results were taken on record by the Board of Directors at its meeting held on 25 January 2012.

For convenience, the Company has used a cut-off date of 15 May 2011 as the acquisition date since the transactions from 13 May 2011 and 14 May 2011 were insignificant. FASB ASC 805-50-S99 “Business Combinations-Related issues” governs the application of push down accounting in situations where ownership is increased to 80% or more. As on the acquisition date the Purchasers owned 82.40% of the outstanding shares of the Company. As a result of the significant change in share ownership, the post 15 May 2011 Consolidated Financial Statements reflect the new basis of accounting as required by the authoritative guidance under ASC 805-50-S99, and have applied the SEC rules and guidance regarding “push down” accounting treatment. Accordingly, the Company’s Consolidated Financial Statements prior to the acquisition by iGATE reflect the historical accounting basis in its assets and liabilities and are labeled Predecessor Company, while such Consolidated Financial Statements subsequent to the acquisition by iGATE are labeled Successor Company and reflect the push down basis of accounting for the fair values of assets and liabilities acquired by iGATE. This effect is presented in the Company’s Consolidated Financial Statements by a vertical black line division between the columns entitled Predecessor Company and Successor Company on the statements. The black line signifies that the amounts shown for the periods prior to and subsequent to the iGATE acquisition are not comparable.

The acquisition has been accounted for under the acquisition method of accounting in accordance with ASC 805, “Business Combination”. The total purchase price and noncontrolling interest in connection with the transaction has been allocated to the Company’s net tangible and intangible assets based on the values at the date of acquisition. The excess purchase price beyond amounts allocated to net tangible and intangible assets has been recorded as Goodwill. The Company does not expect the Goodwill recognized to be deductible for income tax purposes.

As a result of acquisition of the Company, the management terminated the services of certain employees. The Company incurred $71 and $62 of severance costs included in Selling and Administrative expenses in the period 1 January 2011 through 15 May 2011 and 16 May 2011 through 31 December 2011, respectively.

The Postal Ballot closed at 1700 hours IST on 6 January 2012 and the Special Resolution contained in the Postal Ballot Notice dated 5 December 2011 was duly passed by the requisite majority as required under Section 189(2) of the Companies Act, 1956, Regulation 8(1) (b) of the Securities and Exchange Board of India (“SEBI”) (Delisting of Equity Shares) Regulations, 2009 (“Delisting Regulations”) as well as the applicable rules of the NYSE and the U.S. Securities and Exchange Commission (SEC) and the U. S. Securities Exchange Act of 1934, all as amended from time to time.

The NSE gave an in-principle approval of the delisting proposal on 13 January 2012 and the BSE gave its in-principle approval on 19 January 2012; subject to certain terms and conditions being fulfilled. The Company is awaiting approvals from other authorities including the RBI and SEC. Once all approvals are in place, a public announcement will be made in accordance with the Delisting Regulations.

6	Certain reclassifications of the prior period amounts and presentation have been made to conform to the presentation adopted for the current period in line with iGATE’s presentation in financial statements.

- Depreciation and amortization expense is reclassified from cost of revenues and selling, general and administrative expenses, respectively, and disclosed separately on the face of the Statement of Income.

- Certain costs relating to office rent, electricity, water, diesel, repair and maintenance are reclassified from cost of revenues and included as part of selling, general and administrative expenses.


Patni Computer Systems Limited and Subsidiaries				FAX to SE

Registered Office: Level II, Tower 3, Cybercity, Magarpatta City, Hadapsar, Pune - 411 013, India.

Corporate Office: Akruti, MIDC Cross Road No 21, Andheri (E), Mumbai - 400 093, India.

Summary of financial statements prepared as per US GAAP - Convenience translation (Unaudited)


	in lakhs except share data

	Three months ended
	31 December 2011			31 December 2010			30 September 2011			16 May 2011 through 31 December 2011			1 January 2011 through 15 May 2011			Year ended 31 December 2010
	Successor Company			Predecessor Company			Successor Company			Successor Company			Predecessor Company			Predecessor Company
Exchange Rate ( )		53.01			44.80			49.05			53.01			44.86			44.80
Net revenues		102,954			82,003			93,668			254,156			125,555			314,361
Cost of revenues (exclusive of depreciation and amortization)		62,235			52,178			59,771			160,552			80,586			191,649

Gross profit		40,719			29,825			33,897			93,604			44,969			122,712

Selling, general and administrative expenses		18,141			15,376			17,442			50,472			30,513			60,228
Depreciation and amortization		5,994			3,255			5,428			15,331			4,922			12,744
Foreign exchange (gain)/loss, net		(204	)		(3,638	)		3,339			1,674			(4,111	)		(9,860	)

Operating income		16,788			14,832			7,688			26,127			13,645			59,600

Interest and dividend income		2,047			990			1,753			5,093			2,133			6,000
Interest income/(expense)		59			373			(167	)		(212	)		(96	)		(472	)
Interest expense reversed		433			—			—			433			—			477
Gain/(loss) on sale of investments, net		1,323			1,075			(111	)		1,540			473			2,510
Other income, net		302			80			163			550			236			212

Income before income taxes		20,952			17,350			9,326			33,531			16,391			68,327
Income taxes		6,337			(297	)		979			8,447			4,646			8,663

Net Income		14,615			17,647			8,347			25,084			11,745			59,664

Earnings per share
- Basic		10.90			13.46			6.23			18.63			8.93			45.86
- Diluted		10.79			13.12			6.16			18.52			8.69			44.58

Total assets		783,088			391,007			773,656			783,088						391,007
Cash and cash equivalents		22,424			35,273			21,225			22,424						35,273
Investments		170,879			127,069			158,846			170,879						127,069

Disclaimer:

We have translated the financial data derived from our consolidated financial statements prepared in accordance with US GAAP for each period at the noon buying rate in the City of New York on the last business day of such period for cable transfers in Rupees as certified for customs purposes by the Federal Reserve Bank of New York. The translations should not be considered as a representation that such US Dollar amounts have been, could have been or could be converted into Rupees at any particular rate, the rate stated above, or at all. Investors are cautioned not to rely on such translated amounts.

Financial and Operating Information

for the quarter ended December 31, 2011

NOTES:

•

Fiscal Year

Patni follows a January – December fiscal year. The current review covers the financial and operating performance of the Company for the quarter and year ended Decemeber 31, 2011.

•

U.S. GAAP

All figures in this release pertain to accounts presented as per U.S. GAAP unless stated otherwise.

•

Percentage analysis

Any percentage amounts, as set forth in this release, unless otherwise indicated, have been calculated on the basis of the U.S. Dollar amounts derived from our consolidated financial statements prepared in accordance with U.S. GAAP, and not on the basis of any translated Rupee amount. Calculation of percentage amounts on the basis of Rupee amounts may lead to results that are different, in a material way, from those calculated as per U.S. Dollar amounts.

•

Convenience translation

We have translated the financial data derived from our consolidated financial statements prepared in accordance with U.S. GAAP for each period at the noon buying rate in the City of New York on the last business day of such period for cable transfers in Rupees as certified for customs purposes by the Federal Reserve Bank of New York. The translations should not be considered as a representation that such US Dollar amounts have been, could have been or could be converted into Rupees at any particular rate, the rate stated elsewhere, or at all. Investors are cautioned to not rely on such translated amounts.

•

Reclassification

Certain reclassifications have been made in the financial statements of prior years to conform to classifications used in the current year.

www.patni.com

Financial and Operating Information

for the quarter ended December 31, 2011

Fact Sheet Summary Index


Ref Number	Description	Page No.
A	US GAAP Financials
A1	Consolidated Statement of Income		3
A2	Consolidated Balance Sheet		4

B	Indian GAAP Financials
B1	Conslidated Statement of Income		4
B2	Consolidated Balance Sheet		5

C	Reconcilation between US GAAP and Indian GAAP Income Statement		5

D	US GAAP Financials Based on Convenience Translation
D1	Consolidated Statement of Income		6
D2	Net (loss)/ profit before tax and adjustments		6

E	Operational and Analytical Information
E1	Revenue Analysis		6
E2	Revenue Mix and Utilization		6
E3	Employee Metrics		6
E4	Currency Rates		6

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Financial and Operating Information

for the quarter ended December 31, 2011

A1) CONSOLIDATED STATEMENT OF INCOME - US GAAP (US$ ‘000) for the quarter/ period ended


Particulars	Period May 16, 2011 to Dec 31, 2011 Successor Company		Period Jan 1, 2011 to May 15, 2011 Predecessor Company			2010 (Audited)			Quarter ended Dec 31 2011 Successor Company			Quarter ended Dec 31 2010 Predecessor Company			YoY change %			Quarter ended Sep 30 2011 Successor Company		QoQ change %
Revenue		479,449		279,882			701,699			194,216			183,042			6	%		190,965		2	%
Cost of revenues (exclusive of depreciation and amortization)		302,872		179,638			427,788			117,402			116,468			1	%		121,858		-4	%
Gross Profit		176,577		100,244			273,911			76,814			66,574			15	%		69,107		11	%
Selling, general and administrative expenses		95,213		68,018			134,437			34,221			34,323			0	%		35,559		-4	%
Depreciation & Amortization		28,921		10,972			28,447			11,307			7,265			56	%		11,066		2	%
Foreign exchange Loss (gain), net		3,157		(9,164	)		(22,009	)		(385	)		(8,120	)		-95	%		6,808		-106	%
Operating income (loss)		49,286		30,418			133,036			31,671			33,106			-4	%		15,674		102	%
Other income, net		13,969		6,120			19,480			7,856			5,618			40	%		3,341		135	%
Income (loss) before income taxes		63,255		36,538			152,516			39,527			38,723			2	%		19,015		108	%
Income taxes		15,934		10,357			19,336			11,955			(664	)		-1901	%		1,996		499	%
Net income/(loss)		47,321		26,181			133,180			27,572			39,388			-30	%		17,019		62	%

Earnings per share - GAAP
- Basic	$	0.35	$	0.20		$	1.02		$	0.21		$	0.30			-32	%	$	0.13		62	%
- Diluted	$	0.35	$	0.19		$	0.99		$	0.20		$	0.29			-30	%	$	0.13		62	%

Weighted average number of common shares used in computing earnings per share
- Basic		134,645,493		131,464,575			130,101,442			134,115,493			131,142,633						134,020,900
- Diluted		135,444,474		135,165,637			133,848,374			135,405,670			134,506,173						135,457,278

NON GAAP Adjustments
Amortization of Intangible assets		7,035		2,378			5,335			2,672			1,616						2,622
Stock Based Compensation		4,068		2,720			8,625			658			2,900						2,184
Severance expenses		6,164		11,289															—
Delisting expenses		268								268
Total NON GAAP Adjustments		17,535		16,387			13,961			3,598			4,515						4,806

Tax on above		4,581		3,021			1,744			1,088			668						1,227

Non-GAAP Net Income		60,275		39,547			145,397			30,082			43,235			-30	%		20,598		46	%

Earnings per share - NON GAAP
- Basic	$	0.45	$	0.30		$	1.12		$	0.22		$	0.33			-32	%	$	0.15		46	%
- Diluted	$	0.45	$	0.29		$	1.09		$	0.22		$	0.32			-31	%	$	0.15		46	%

NON GAAP Adjustments
Stock Based Compensation		4,068		2,720			8,625			658			2,900						2,184
Severance expenses		6,164		11,289			—			—			—						—
Delisting expenses		268		—			—			268			—						—
Total NON GAAP Adjustments		10,500		14,009			8,625			926			2,900						2,184

Non-GAAP EBITDA		91,864		46,235			148,099			43,519			35,151			24	%		35,732		22	%

Note On May 12, 2011, approximately 82.4% of our shares were acquired by iGATE Corporation. For convenience, we have used a cut-off date of May 15, 2011 as the transactions from May 13, 2011 and May 14, 2011 were insignificant. The post May 15, 2011 consolidated financial statements reflect the new basis of accounting as required by the authoritative guidance under ASC 805-50-S99-1, and have applied the SEC rules and guidance regarding “push down” accounting treatment. Accordingly, our consolidated financial statements prior to the acquisition by iGATE Corporation reflect the historical accounting basis in our assets and liabilities and are labeled Predecessor Company, while such consolidated financial statements subsequent to the acquisition by iGATE Corporation are labeled Successor Company and reflect the push down basis of accounting for the fair values of assets and liabilities acquired by iGATE Corporation. The results for the three months ended December 31, 2011 may not be comparable to the results for the three months ended December 31, 2010 as a result of the push down accounting treatment.

Financial and Operating Information

for the quarter ended December 31, 2011

A2) CONSOLIDATED BALANCE SHEET USGAAP (US$ ‘000)


Particulars	31-Dec-11 (Unaudited) Successor Company		30-Sep-11 (Unaudited) Successor Company		31-Dec-10 (Audited) Predecessor Company
*Assets*
Total current assets		572,634		590,897		576,553
Goodwill		484,257		546,423		69,661
Intangible assets, net		160,217		167,091		32,229
Property, plant, and equipment, net		131,102		146,599		136,236
LeaseHolds Lands		90,338		96,983		23,911
Other Non Current assets		38,697		29,287		34,193
Total assets		1,477,245		1,577,280		872,783
*Liabilities*
Total current liabilities		120,296		127,145		122,826
Capital lease obligations excluding current instalments		154		122		136
Other liabilities		92,916		99,053		49,986
Total liabilities		213,366		226,320		172,948
Total shareholders’ equity		1,263,879		1,350,960		699,835
Total liabilities & shareholders’ equity		1,477,245		1,577,280		872,783

B1) CONSOLIDATED STATEMENT OF INCOME - INDIAN GAAP (RS. ‘000)

For the quarter / period ended


Particulars	2011 (Audited)			2010 (Audited)		YoY Change %			Dec 31 2011 (Unaudited)			Dec 31 2010 (Unaudited)		YoY Change %			Sep 30 2011 (Audited)		QoQ Change %
Sales and service income		35,679,408			31,880,847		11.9	%		9,973,001			8,208,711		21.5	%		8,893,447		12.1	%
Other income		1,600,030			2,194,249		-27.1	%		513,634			661,737		-22.4	%		41,893		1126.1	%
Total income		37,279,438			34,075,096		9.4	%		10,486,635			8,870,448		18.2	%		8,935,340		17.4	%
Staff costs		21,816,897			18,898,084		15.4	%		5,208,761			4,966,579		4.9	%		5,185,659		0.4	%
Selling, general and administration expenses		9,652,800			8,060,461		19.8	%		3,029,420			2,116,721		43.1	%		2,470,464		22.6	%
Interest		26,827			47,765		-43.8	%		(6,455	)		10,219		-163.2	%		15,796		-140.9	%
Impairment of Intangible		891,844			—		0.0	%							—					0.0	%
Total expenditure		32,388,368			27,006,310		19.9	%		8,231,726			7,093,519		16.0	%		7,671,919		7.3	%
Net (loss)/ profit before tax and adjustments		4,891,070			7,068,786		-30.8	%		2,254,909			1,776,929		26.9	%		1,263,420		78.5	%
Prior period adjustment		(161,029	)		—		0.0	%		—			—		0.0	%		—		0.0	%
Provision for taxation		715,470			837,071		-14.5	%		250,720			27,543		810.3	%		360,720		-30.5	%
(Loss)/Profit for the period after taxation		4,014,571			6,231,715		-35.6	%		2,004,189			1,749,386		14.6	%		902,700		122.0	%
Profit and loss account, brought forward		18,932,587			22,972,249		-17.6	%		20,942,969			17,838,247		17.4	%		20,040,269		4.5	%
Amount available for appropriation		22,947,158			29,203,964		-21.4	%		22,947,158			19,587,633		17.2	%		20,942,969		9.6	%
Dividend on equity shares		—			2,221		-100.0	%		—			—		0.0	%		—		0.0	%
Special Interim Dividend on equity shares		—			8,244,435		-100.0	%		—			—		0.0	%		—		0.0	%
Dividend tax		—			1,369,675		-100.0	%		—			—		0.0	%		—		0.0	%
Transfer to general reserve		—			655,046		-100.0	%		—			655,046		-100.0	%		—		0.0	%
Profit and loss account, carried forward		22,947,158			18,932,587		21.2	%		22,947,158			18,932,587		21.2	%		20,942,969		9.6	%
Earning per share (Rs. per equity share of Rs. 2 each)
- Basic		30.07			47.90		-37.2	%		14.94			13.34		12.0	%		6.74		121.8	%
- Diluted		29.58			46.44		-36.3	%		14.81			12.99		14.0	%		6.60		124.5	%
Weighted average number of common shares used in computing earnings per share
- Basic		133,514,624			130,101,442					134,149,197			131,142,633					134,020,900
- Diluted		135,705,830			134,193,727					135,326,739			134,650,351					136,865,186

Note:

USGAAP

On May 12, 2011, approximately 82.4% of our shares were acquired by iGATE Corporation. For convenience, we have used a cut-off date of May 15, 2011 as the transactions from May 13, 2011 and May 14, 2011 were insignificant. The post May 15, 2011 consolidated financial statements reflect the new basis of accounting as required by the authoritative guidance under ASC 805-50-S99-1, and have applied the SEC rules and guidance regarding “push down” accounting treatment. Accordingly, our consolidated financial statements prior to the acquisition by iGATE Corporation reflect the historical accounting basis in our assets and liabilities and are labeled Predecessor Company, while such consolidated financial statements subsequent to the acquisition by iGATE Corporation are labeled Successor Company and reflect the push down basis of accounting for the fair values of assets and liabilities acquired by iGATE Corporation. The results for the three months ended December 31, 2011 may not be comparable to the results for the three months ended December 31, 2010 as a result of the push down accounting treatment.

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Financial and Operating Information

for the quarter ended December 31, 2011

B2) AUDITED CONSOLIDATED BALANCE SHEET - INDIAN GAAP (RS. ‘000)


Particulars	31-Dec-11		30-Sep-11		31-Dec-10
*Assets*
Current assets, loans and advances		15,441,379		14,826,828		14,056,280
Intangible Assets		6,120,915		5,845,874		6,493,625
Fixed assets(Net of Depreciation)		6,093,251		6,250,535		6,561,841
Investments		16,880,437		15,533,905		12,614,890
Deferred tax asset, net		1,135,387		1,006,662		695,065
Total assets		45,671,369		43,463,804		40,421,701
*Liabilities*
Current liabilities and provisions		8,492,632		8,132,278		7,757,450
Secured loans		12,011		9,018		10,649
Deferred tax liability, net		118,109		81,772		31,246
Total liabilities		8,622,752		8,223,068		7,799,345
Total shareholders’ equity		37,048,617		35,240,736		32,622,356

Total liabilities & shareholders’ equity		45,671,370		43,463,804		40,421,701

C) Reconcilation of Income as per Indian GAAP and US GAAP(RS. ‘000)


Particulars	2011			2010			31-Dec-11			31-Dec-10			30-Sep-11
Consolidated net income/(loss) as per Indian GAAP		4,014,600			6,231,715			2,004,200			1,749,386			902,700
Income taxes		(551,200	)		(42,200	)		(361,200	)		54,800			256,200
Foreign currency differences		(98,600	)		(29,100	)		(24,900	)		(4,400	)		(61,900	)
Employee retirement benefits		(83,800	)		57,400			64,300			(18,300	)		(52,800	)
ESOP related Compensation Cost		(66,200	)		(48,000	)		(45,000	)		100			(8,400	)
Impairment of intangibles		891,800			—			—			—			—
Amortisation of Intangibles, arising on Business acquisition		(363,700	)		(119,100	)		(135,000	)		(34,500	)		(128,400	)
Others		(306,800	)		7,200			(113,200	)		10,000			(164,400	)
Total		(578,500	)		(173,800	)		(615,000	)		7,700			(159,700	)

Consolidated net income as per US GAAP		3,436,100			6,057,915			1,389,200			1,757,086			743,000

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Financial and Operating Information

for the quarter ended December 31, 2011

LOGO

D1) UNAUDITED CONSOLIDATED STATEMENT OF INCOME (RS. ‘000): BASED ON CONVENIENCE TRANSLATION

For the quarter / period ended


Particulars	Period May 16, 2011 to Dec 31, 2011 Successor Company		Period Jan 1, 2011 to May 15, 2011 Predecessor Company			2010			Quarter ended Dec 31 2011 Successor Company			Quarter ended Dec 31 2010 Predecessor Company			Quarter ended Sep 30 2011 Predecessor Company
Exchange rate$1 = INR		53.01		44.86			44.80			53.01			44.80			49.05
Revenues		25,415,591		12,555,507			31,436,115			10,295,390			8,200,285			9,366,833
Cost of revenues (exclusive of depreciation and amortization)		16,055,245		8,058,561			19,164,920			6,223,480			5,217,771			5,977,134
Gross Profit		9,360,346		4,496,946			12,271,195			4,071,910			2,982,514			3,389,699
Selling, general and administrative expenses		5,047,241		3,051,287			6,022,780			1,814,055			1,537,664			1,744,181
Depreciation & Amortization		1,533,102		492,204			1,274,426			599,384			325,462			542,791
Foreign exchange Loss (gain), net		167,353		(411,097	)		(986,003	)		(20,409	)		(363,759	)		333,921
Operating income (loss)		2,612,650		1,364,552			5,959,992			1,678,880			1,483,147			768,806
Other income, net		740,487		274,543			872,704			416,447			251,696			163,852
Income (loss) before income taxes		3,353,137		1,639,095			6,832,696			2,095,327			1,734,843			932,658
Income taxes		844,661		464,615			866,253			633,735			(29,740	)		97,914
Net income (loss)		2,508,476		1,174,480			5,966,443			1,461,592			1,764,583			834,744
Earnings per share
- Basic		18.63		8.93			45.86			10.90			13.46			6.23
- Diluted		18.52		8.69			44.58			10.79			13.12			6.16
Weighted average number of common shares used in computing earnings per share
- Basic		134,645,493		131,464,575			130,101,442			134,115,493			131,142,633			134,020,900
- Diluted		135,444,474		135,165,637			133,848,374			135,405,670			134,506,173			135,457,278

D2) UNAUDITED CONSOLIDATED BALANCE SHEET USGAAP (RS. ‘000): BASED ON CONVENIENCE TRANSLATION


Particulars	As on 31-Dec-11		As on 30-Sep-11 Predecessor Company		As on 31-Dec-10 Predecessor Company
Exchange rate$1 = INR		53.01		49.05		44.80
*Assets*
Total current assets		30,355,328		28,983,492		25,829,574
Goodwill		25,670,464		26,802,062		3,120,813
Intangible assets, net		8,493,103		8,195,827		1,443,859
Property, plant, and equipment, net		6,949,717		7,190,679		6,103,373
LeaseHolds Lands		4,788,841		4,756,997		1,071,230
Other Non Current assets		2,051,304		1,436,512		1,531,829
Total assets		78,308,757		77,365,569		39,100,678
*Liabilities*
Total current liabilities		6,376,891		6,236,457		5,502,605
Capital lease obligations excl. instalments		8,164		5,985		6,093
Other liabilities		4,925,477		4,858,560		2,239,373
Total liabilities		11,310,532		11,101,002		7,748,070
Total shareholders’ equity		66,998,225		66,264,568		31,352,608
Total liabilities & shareholders’ equity		78,308,757		77,365,569		39,100,678

E1 ) REVENUE ANALYSIS


Revenue By Geographical Segments	2011			2010			Dec 31 2011			Sep 30 2011			Dec 31 2010
Americas		78.3	%		80.7	%		77.8	%		78.3	%		81.8	%
EMEA		14.3	%		12.1	%		15.2	%		14.2	%		11.3	%
APAC		7.4	%		7.2	%		7.0	%		7.5	%		6.9	%

Total		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%


Revenue by Project Type	2011			2010			Dec 31 2011			Sep 30 2011			Dec 31 2010
Time and Material		53.9	%		55.4	%		53.0	%		53.7	%		53.2	%
Fixed Price (including Fixed Price SLA)		46.1	%		44.6	%		47.0	%		46.3	%		46.8	%

Total		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%

E2) REVENUE MIX AND UTILIZATION


	2011			2010			Dec 31 2011			Sep 30 2011			Dec 31 2010
Efforts
Onsite		25.6	%		26.7	%		25.4	%		25.2	%		26.7	%
Offshore		74.4	%		73.3	%		74.6	%		74.8	%		73.3	%

Revenue
Onsite		52.2	%		53.7	%		52.1	%		52.4	%		52.7	%
Offshore		47.8	%		46.3	%		47.9	%		47.6	%		47.3	%

Utilization		76.5	%		75.3	%		77.2	%		78.5	%		72.4	%

E3) EMPLOYEE METRICS


	2011			2010		Dec 31 2011		Sep 30 2011			Dec 31 2010
Total Employees		18,273			18,547		18,273		17,853			18,547
Offshore		14,966			14,896		14,966		14,391			14,896
Onsite		3,307			3,651		3,307		3,462			3,651
Total		18,273			18,547		18,273		17,853			18,547

Sales & Support Staff		1,058			1,646		1,058		1,169			1,646
Net Additions		(274	)		3,769		420		(519	)		1,036

*	Total employees restated to include sub contractors and to reflect organization structure

E4) RUPEE - CURRENCY RATES AGAINST US DOLLAR


	2011		2010		Dec 31 2011		Sep 30 2011		Dec 31 2010
Rupee
Period end rate		53.06		44.70		53.06		48.97		44.70
Period average rate		46.68		45.71		50.92		46.30		44.83
Other Currencies (Average Rate)
AUD		1.01		0.92		1.01		1.05		0.99
EURO		1.39		1.33		1.34		1.41		1.36
GBP		1.60		1.55		1.57		1.61		1.58
YEN		0.01		0.01		0.01		0.01		0.01

www.patni.com

SIGNATURES

Pursuant to the requirements 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.


	PATNI COMPUTER SYSTEMS LIMITED

Dated: January 25, 2012	By:	/s/ ARUN KANAKAL
		Arun Kanakal
		Company Secretary

By Order of the Board

for Patni Computer Systems Limited

Place : Bangalore

Mr. Phaneesh Murthy

Date : 25 January 2012

CEO & Managing Director