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 February 7, 2008

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 ý        Form 40-F o

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 o        No ý

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

Registered Office : S-1A Irani Market Compound, Yerawada , Pune - 411 006, 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 its subsidiaries for the quarter and year ended 31 December 2007, prepared as per US GAAP

USD in thousands except share data

Notes:

1                      The above summary of consolidated financial results were taken on record by the Board of Directors at its adjourned meeting held on  7 February 2008

2                      The Board has recommended a final dividend of 150% for the year 2007 (2006 : 150%) subject to approval of members.

3                      The consolidated financial statements of Patni Computer Systems Limited and its subsidiaries have been prepared on a consolidated basis in accordance with accounting principles generally accepted in the United States (‘US GAAP’).  All inter-company transactions have been eliminated on consolidation.

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4                      The subsidiaries considered in the consolidated financial statements as at 31 December 2007 are wholly owned subsidiaries, namely Patni Americas Inc. (formerly Patni Computer Systems Inc), Patni Computer Systems (UK) Ltd., Patni Computer Systems GmbH, Patni Telecom Solutions Inc., Patni Telecom Solutions Private Limited, Patni Telecom Solutions (UK) Limited, Patni Life Sciences Inc. (formerly Taratec Development Corporation) and Patni Computer Systems Brasil Ltda.

5                      In December 2006, the Company received a demand notice from the Indian Income Tax department of approximately Rs 630,166, including an interest demand of approximately Rs 186,850 ($15,990 including an interest demand of approximately $4,734) for the assessment year 2004-05. The tax demand was mainly on account of disallowance of deduction claimed by the Company under Section 10A of the Income Tax Act, 1961, in respect of profits earned by its various eligible undertakings. Section 10A of Indian Income Tax Act exempts the profits earned by an undertaking for the export of computer software upon the fulfillment of certain conditions. One of the conditions is that the unit should not have been formed by the splitting up of an existing business. The Company had only expanded its software development business whereas the Income Tax department contends that the business of the new units is comprised of business transferred from existing units by splitting them. The Company, in consultation with its tax advisers, filed an appeal in January 2007 challenging the disallowance.

In December 2007, the Company received another demand, of Rs. 261,703 inclusive of interest ( $ 6,640) for the assessment year (AY) 2002-03.  The new demand concerns the same issue of disallowance of tax benefits under Section 10A.  In the opinion of management, and based on advice received, the demand is not tenable against the Company and the company has already filed an appeal with the appellate authority.

6                      On 2 July 2007, the Company acquired the business and assets of LOI, a European telecommunications consulting services company. The Company believes that through this acquisition it will strengthen its presence in communication and media practice through consultancy services on IT initiatives. The consolidated financial statements include the operating results of this business combination from the date of acquisition. The purchase price of $ 8,614 (including direct acquisition related expenses of $864) was paid in cash.

7                      On 1 July 2007, Patni Americas Inc. acquired 100% equity interest in Taratec Development Corporation(subsequently named as Patni Life Sciences Inc.), which is a leading consulting company in the life sciences industry providing integrated business, information technology, and regulatory compliance products and services for a purchase price of $15,680 (including direct acquisition related expenses of $ 435).

8                      The Company’s executive directors, Mr G.K.Patni and Mr A.K.Patni, under contract until 22 October 2010, ceased to be executive directors effective 1 October 2007 to become founder-directors. Termination benefit payments amounting to $2,220 have been included in salaries and allowances.

9                      During the year ended 31 December 2007, Patni has, through its wholly owned subsidiary, Patni Americas Inc. acquired from one of its major customer, the worldwide rights for a software Proprietary Intellectual Property Rights (“IPR”) that enables communication service providers to offer customer management, retail point-of-sale and billing services for a variety of products and services. Cost of acquisition of the IPR amounting to $20,368 has been capitalized as an intangible asset and is being amortized over a period of ten years. The Company intends to use this intellectual property for the purposes of software licensing, provision of reusable IP-led IT services, managed services and provision of hosted or software-as-a-service solutions. A Royalty of 5% is payable to seller on such sales.

10                Previous period figures have been appropriately reclassified to conform to the current period’s presentations.

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

Rs. in thousands except share data

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 to not rely on such translated amounts.

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Audited consolidated financial results of Patni Computer Systems Limited and its subsidiaries for the year ended 31 December 2007, as per Indian GAAP.

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Notes:

1                      The consolidated financial statements of Patni Computer Systems Limited and its subsidiaries are prepared in accordance with the principles and procedures prescribed by AS 21 - "Consolidated Financial Statements " issued by ICAI for the purpose of preparation and presentation of consolidated financial statements. The financial statements of Patni Computer Systems Limited and its subsidiaries have been combined on a line-by-line basis by adding together the book values of like items of assets, liabilities, income and expenses after eliminating intra-group balances/transactions and resulting unrealized profits in full. Unrealized losses resulting from intra-group transactions have also been eliminated unless cost cannot be recovered in full.  The amounts shown in respect of accumulated reserves comprises the amount of the relevant reserves as per the balance sheet of the Parent Company and its share in the post acquisition increase/decrease in the relevant reserves/accumulated deficit of its subsidiaries.Consolidated financials statements are prepared using uniform accounting policies across the Group.

2                      Investor complaints for the quarter ended 31 December 2007:

3                      Statement of Utilisation of ADS Funds as of 31 December 2007

4                      Total Public Shareholding*

* Total Public Shareholding as defined under Clause 40A of the Listing Agreement (excludes shares held by founders and American Depository Receipt shareholders.)

5                      The subsidiaries considered in the consolidated financial statements as at 31 December 2007 are wholly owned subsidiaries, namely Patni Americas Inc (formerly Patni Computer Systems Inc), Patni Computer Systems (UK) Ltd., Patni Computer Systems GmbH, Patni Telecom Solutions Inc., Patni Telecom Solutions Private Limited, Patni Telecom Solutions (UK) Limited, Patni Life Sciences Inc. (formerly Taratec Development Corporation) and Patni Computer Systems Brasil Ltda.

6                      Paid up equity share capital does not include Rs 1,815 (2006 : Rs 2,688 ) which represents share application money received from employees, on exercise of stock options, pending allotment of shares.

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7                      In December 2006, the Company received a demand from the Indian Income tax department of approximately Rs. 630,166 including interest demand of approximately Rs. 186,850 for the Assessment Year 2004-05.The tax demand is mainly on account of disallowance of deduction claimed by the Company under Section 10A of the Income Tax Act 1961, in respect of profits earned by its various eligible undertakings. Section 10A of Indian Income Tax Act excempts the profits earned by an undertaking for the export of computer software upon fulfilment of certain conditions. One of the condition is that the unit should not have been formed by the splitting of an existing business. The Company had only expanded its software development business whereas the Income Tax department contends that the business of the new units is comprised of business transferred from exisiting units by spliting them. The Company, in consultation with its tax advisor, filed an appeal in January 2007 challenging the disallowance.

In December 2007, the Company received another demand, of Rs. 261,703 inclusive of interest for the assessment year (AY) 2002-03.  The new demand concerns the same issue of disallowance of tax benefits under Section 10A.  In the opinion of management, and based on advice received, the demand is not tenable against the Company. The Company, in consultation with its tax advisor, filed an appeal in January 2007 challenging the disallowance.

8                      On 2 July 2007, Patni Computer Systems (UK) Limited, a wholly owned subsidiary of the Company, acquired Logan-Orviss International (LOI ), a European telecommunications consulting services company for a purchase price of Rs.349,099 (including direct acquisition related expenses of  Rs.34,419).

9                      On 1 July 2007, Patni Americas Inc. acquired 100% equity interest in Taratec Development Corporation (subsequently named as Patni Life Sciences Inc.), which is a leading consulting company in the life sciences industry providing integrated business, information technology, and regulatory compliance products and services. The purchase price of Rs.638,342 (including direct acquisition related expenses of Rs.17,331), was paid in cash on July 23, 2007.

10                Executive Directors, Mr G.K.Patni and Mr A.K.Patni, under contract until 22 October 2010, ceased to be Executive Directors effective 1 October 2007 to become founder-directors. Termination benefit payments amounting to Rs.77,908 have been included in Salaries and allowances.

11                During the year ended 31 December 2007, Patni has, through its wholly owned subsidiary, Patni Americas Inc., acquired from one of its major customers, the worldwide rights for a software Proprietary Intellectual Property Rights (“IPR”) that enables communication service providers to offer customer management, retail point-of-sale and billing services for a variety of products and services. Cost of acquisition of the IPR amounting to Rs.811,485 has been capitalized as an intangible asset and is being amortized over a period of ten years. The Company intends to use this intellectual property for the purposes of software licensing, provision of reusable IP-led IT services, managed services and provision of hosted or software-as-a-service solutions. A royalty of 5% is payable to the seller on such sales.

12                The Company adopted Accounting standard 15 (revised 2005) – Employee benefits (“AS 15”) from 1 January 2007. Pursuant to the adoption, the transitional obligations of the Company amounted to Rs. 32,606 ( net of tax ). In accordance with AS-15, such liability has been adjusted ( reduction ) from the balance in the Profit & Loss Account as of 1 January, 2007.

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13                Segment Information:

As on 31 December 2007 and for the year ended

As on 31 December 2006 and for the year ended

The Group evaluates segment performance and allocates resources based on revenue growth. Revenue in relation to segments is categorized based on items that are individually identifiable to that segment. Costs are not specifically allocable to individual segments as the underlying resources and services are used interchangeably.  Fixed assets used in Group’s business or liabilities contracted have not been identified to any of the reportable segments, as the fixed assets and services are used interchangeably between segments.

Until 31 December 2006, the Company reported Product Engineering (PES) and Independent Software Vendors (ISV)  as separate business segments. The PES business is primarily related to embedded technology services for products and the ISV unit provided the user interface for these products. Both these segments form part of technology services. The integration of these business segments would faciliate improved client service. Accordingly, effective 1 January 2007, the Company has integrated these two business segments with the primary focus on the following synergies (i) demand for providing end-to-end solutions from product engineering clients, and  (ii) leveraging the domain skills & platform skills to provide end -to- end solutions. Segment data for previous period has been reclassified to conform to current period presentation

Based on  the economic characteristics of the telecommunication business segment the company has renamed the segment as communications, media and entertainment.

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

15                Text of this advertisement was approved by the Board of Directors at the adjourned  meeting held on 7 February 2008.

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Reconciliation of significant differences between Consolidated Net Income determined in accordance with Indian Generally Accepted Accounting Principles (‘Indian GAAP’) and Consolidated Net Income determined in accordance with US Generally Accepted Accounting Principles (‘US GAAP’) (Unaudited)

Note:

The consolidated net income as per USGAAP shown in the table above differs from the consolidated net income shown under “Summary of financials statements prepared as per USGAAP - Convenience Translation” for reasons explained below the same table.

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Financial results of Patni Computer Systems Limited for the quarter and year ended 31 December 2007, as per Indian GAAP (Standalone)

Notes

1                      The above statement of financial results were reviewed by the audit committee and approved by the Board of Directors at its adjourned meeting held on 7 February 2008.

2                      The Board of directors at the adjourned meeting held on 7 February 2008, recommended a final dividend of 150% for the year 2007, subject to approval of the members.

3                      Investor complaints for the quarter ended 31 December 2007:

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4                      Statement of Utilisation of ADS Funds as of 31 December 2007

5                      Total Public Shareholding*

* Total Public Shareholding as defined under Clause 40A of the Listing Agreement (excludes shares held by founders and American Depository Receipt shareholders.)

6                      Executive Directors, Mr G.K.Patni and Mr A.K.Patni, under contract until October 22, 2010, ceased to be Executive Directors effective October 1, 2007 to become founder-directors. Termination benefit payments amounting to Rs.77,908 have been recorded as Personnel cost in Profit & Loss Account.

7                      In December 2006, the Company received a demand from the Indian Income tax department of approximately Rs. 630,166 including interest demand of approximately Rs. 186,850 for the Assessment Year 2004-05.The tax demand is mainly on account of disallowance of deduction claimed by the Company under Section 10A of the Income Tax Act 1961, in respect of profits earned by its various eligible undertakings. Section 10A of Indian Income Tax Act excempts the profits earned by an undertaking for the export of computer software upon fulfilment of certain conditions. One of the condition is that the unit should not have been formed by the splitting of an existing business. The Company had only expanded its software development business whereas the Income Tax department contends that the business of the new units is comprised of business transferred from exisiting units by spliting them. The Company, in consultation with its tax advisor, filed an appeal in January 2007 challenging the disallowance.

In December 2007, the Company received another demand, of Rs. 261,703 inclusive of interest for the assessment year (AY) 2002-03.  The new demand concerns the same issue of disallowance of tax benefits under Section 10A.  In the opinion of management, and based on advice received, the demand is not tenable against the Company. The Company, in consultation with its tax advisor, filed an appeal in January 2007 challenging the disallowance.

8                      The Company adopted Accounting standard 15 (revised 2005) – Employee benefits (“AS 15”) from 1 January 2007. Pursuant to the adoption, the transitional obligations of the Company amounted to Rs. 6,914 ( net of tax ). In accordance with AS-15, such liability has been adjusted ( reduction ) from the balance in the Profit & Loss Account as of 1 January, 2007.

9                      Paid up equity share capital does not include Rs 1,815 ( 2006 : Rs. 2,688 ) which represents share application money received from employees, on exercise of stock options, pending allotment of shares.

10                During the year 2006, a provision of Rs. 299,596 was made in the books for fiscal year ended March 2001 and March 2002, as amount reimbursable by the Company to the US subsidiary due to delinquency in the Tax filing by the US branch of the Company.

On assessment of the amount taxable in the hands of the subsidiary, Rs. 43,351 representing interest component in the above provision has now been reversed, as not payable to the subsidiary and has been treated as a prior period item.

11                Previous period figures have been appropriately reclassified to conform to the current period’s presentations.

12                Text of this advertisement was approved by the Board of Directors at the adjourned meeting held on 7 February 2008.

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For Press Release

Patni’s 2007  Net Income* up 44.0% at $ 114.0 million ( Rs 4,491.8 million)

Mumbai, India, February 7^th 2008: Patni Computer Systems Limited (Patni) today announced its financial results for the fourth quarter and year ended 31^st December 2007.

*Important note:

As stated in our Q2 2006 release for the quarter ended June 30^th 2006, prior years’ tax review by the IRS and a review by the Department of Labor of Patni’s US operations had resulted in additional provisions which led to an increase in gross profit and operating income by approximately US$ 7.0 million and a decrease in net income by US$ 19.9 million for Q2 2006 .EPS for the year was also affected by these provisions. Variations in Patni’s Q2 2006 financial performance as a result of these reviews had been referred to as ‘additional provisions’ in the said press release. We have presented our financial performance including these additional provisions in accordance with US GAAP.  In addition, we have separately excluded these additional provisions as a non-GAAP measure solely for comparative purposes with 2007’s gross profit, operating income and net income results and these exclusions should be read together with the US GAAP measures.

Highlights for the quarter and year ended December  31st 2007

·                  Revenues for the quarter at US$ 174.1 million (Rs. 6,861.9 million)

·                  Up 2.8%  sequentially as compared to US$ 169.5 million (Rs. 6,735.7 million) in Q3 CY2007

·                  For the year revenues at US$ 662.9  million (Rs. 26,125.3 million), 14.5% higher compared to US$ 578.9 million (Rs 25,533.1 million) for the previous year

·                  Operating Income for the quarter at  US$ 27.1 million (Rs. 1,066.3 million)

·                  Lower 6.6% sequentially from US$ 29.0 million (Rs 1,151.4 million) in the quarter ended Sept 30, 2007

·                  For the year operating income higher by 25.7% at US$ 118.7 million (Rs 4,679.4 million)  against US $94.5m ( Rs 4,167.2) for 2006, and  by 35.9% over 2006 operating income of  US$ 87.4 million (Rs. 3,854.8 million ) excluding  additional provisions

·                  Net Income for the quarter at US$ 25.3  million (Rs 997.2 million)

·                  Lower 8.4% sequentially from US$ 27.6  million (Rs 1,097.8 million) in the quarter ended September 30, 2007

·                  For the year net income at US$ 114.0 million (Rs. 4,491.8 million),an increase of 92.4% as compared to US$ 59.3 million (Rs. 2,613.6 million)  for 2006 and by 44.0%  as compared to US $ 79.2 million ( Rs 3,491.3 million) excluding additional provisions

·                  EPS for the quarter at  US$ 0.18 per share; US$ 0.36 per ADS

·                  EPS for the year US$ 0.82per share (US$ 1.64 per ADS) as compared to US $ 0.43 per share ( $0.86 per ADS ) for 2006  and $ 0. 57  ( $1.15 per ADS) excluding additional provisions

·                  Stock based expense for the quarter was US$ 1.3 million  for the quarter in line with the previous quarter For the full year stock based expense was US$ 4.7  million  as compared to US$4.0 million in 2006

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·                  The Board of Directors have

a)              recommended  an annual dividend of 150% ,

b)              approved a Share buy back programme in  open market purchases on the  Indian Stock Exchanges prices upto Rs 325 per share  for a total purchase upto USD 60 million,

c)  recommended repricing of outstanding Employee Stock Options at Current market price.

·                  Top Customer contribution towards revenue continued to decrease and was at 11.8% for the year from 14.6% during previous year. Revenue concentration of Top 10 clients also declined from 53.1% to 47.3% during 2007 and was at 46.5% during the quarter against 48.5% during previous quarter.

·                  New client acquisitions during the quarter were 37. On a calendar year basis we have acquired 119  new clients.  Number of active clients was 318 at quarter end as compared to 293 in Q3 2007 and 239 at the end of 2006.

·                  During the year we have fully commercialized our new state of the art Knowledge Park  campus at Airoli in Navi Mumbai.

Future Outlook:

·                  Q1 2008 revenues are expected to be at  US$175 to US$176  million and net income  (excluding the foreign exchange gain/loss) is expected to be in the range of US$ 15.5 to 16.0 million taking the operations at a constant dollar value of Rs 39.40 per US$.

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Management comments

Commenting on the quarter and full year performance, Mr. Narendra K Patni, Chairman and CEO, Patni Computer Systems Ltd., said,  “ In 2007, we have grown profits by managing our operations including forex changes very well. This highlights our ability to deliver sustained growth by focusing on improving internal operations while increasing our reach to customers worldwide. Overall as the market dynamics are changing,  including our customer mix , we remain confident about our business momentum and continue to further expand the focus on improving internal efficiencies.”

Commenting on the performance, Mr. Mrinal Sattawala, Chief Operating Officer, Patni, said, “During CY 2007 we reduced dependence on our top 10 clients resulting in further diversification of our revenue streams, a key focus area for us. For the quarter under review we have added 37 new clients, bringing our tally of active clients to 318. Going forward, we expect to continue our growth drive through leveraging our operating efficiencies.”

Speaking on the occasion, Mr. Surjeet Singh, Chief Financial Officer, Patni, added, “During the quarter ended December 2007 revenues and operating margins were as per expectation, efficiency gains absorbing the Rupee appreciation impact. We shall continue to manage our cost base optimally as we move into 2008, invest further in delivering profitable growth through strategic initiatives in our focus markets, verticals and service lines.”

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Management Discussion & Analysis of Performance

(Figures in Million US$ except EPS and Share Data)

UNAUDITED CONSOLIDATED STATEMENT OF INCOME
For the quarter / period ended