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 March 21, 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 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 x

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

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“This Form 6-K contains our Annual Report for the fiscal year ended December 31, 2011, the Notice of the Annual General Meeting of the Shareholders dated January 25, 2012, and the Form of Voting Card, each of which has been mailed to holders of our Equity Shares. Also included in this Form 6-K is the Depositary’s Notice of the Annual General Meeting of Shareholders and the Form of Proxy Card, each of which have been mailed to holders of American Depositary Shares. The information contained in this Form 6-K shall not be deemed “filed” for the purposes of section 18 of the Securities Exchange Act, 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing”.

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PATNI COMPUTER SYSTEMS LTD. | ANNUAL REPORT 2011

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Contents

Integration Story		01
Key Performance Indicators: 2006-11		03
Letter to the Shareholders		04
Executive Committee		06
Board of Directors		07
Directors’ Report		08
Corporate Governance Report		16
Standalone Financials under Indian GAAP		33
Management’s Discussion and Analysis of Consolidated Financials under Indian GAAP		81
Consolidated Financials under Indian GAAP		89
Risk Management		129
Patni World-wide		132
Corporate Information		134

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Integration Story

A journey of a thousand miles began in January 2011 with a single step — the Integration. A year later, we take pride in the effective manner in which we have achieved the smooth and seamless integration of iGATE and Patni.

The success of our integration can be attributed to our unique, top down approach. Instead of a process that identified and chose the best from both entities, we led the way by driving the integration under the banner of a futuristic vision and mission for the combined organization, which served as the motivational force.

Customer First

Customers and Markets (C&M) is the most important activity by which integration specialists assess an integration and transformation as either a ‘success’ or ‘failure’. As the leadership team initiated the integration exercise by defining the vision, mission, values and the strategic issues of running the combined entity, a special task force simultaneously managed the practical details of customer service, daily sales operations and pipeline protects.

Key resources from both sides were identified and paired for a two-in-a-box approach, working closely with the Executive Committee for quick escalation and decision-making. This method proved highly successful as the C&M team executed a comprehensive program that included customer communication, unified account governance, detailed market analysis and field sales support.

Customer communication and relationship management was an integration priority with a focus on account stability and growth, program follow-through and executive leadership outreach. As a best practice, we over communicated with all stakeholders to ensure transparency and gain trust.

Identifying performers and creating a strong combined sales force which is aligned to the value proposition of the new combine through a well-equipped knowledge portal was given prime importance. It helped provide dedicated, optimized support for better RFP responses, adding value to our customers and the sales process.

Uninterrupted Show

Another key imperative was to instill the 22,000+ delivery professionals with the vision of the new company while managing the ongoing business. It needed to be accomplished skillfully, ensuring that there was no disruption to existing customer delivery and, in fact, exceeding customer expectations.

We utilized a blueprint for driving the execution with seven key objectives, including building trust and relationship with customers, strengthening the partner ecosystem, developing iTOPS and outcome-based opportunities, investing in innovation and establishing common process norms for the combine.

The PMO team was diligent in ensuring that the 250+ actions identified were consistently acted upon, risks were monitored and mitigated, and the leadership governance was focused on key deliverables. The teamwork demonstrated for this high level of delivery excellence was a key success factor.

Money Matters

The integration of the finance operation was critical to all aspects of the business; namely, deal structures, investor relations, vendor management and employee welfare. The top priority for the team was to create an experience of ‘one organization’ for the critical stakeholders of the combine. This was achieved

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through a synchrony of global finance teams providing a non-disruptive experience where the participants felt little or no change during the transition. Throughout, we leveraged new talents, diversity, and domain experience, meeting statutory and other important milestones along the way. Even though the Patni acquisition was one of the largest leveraged buyout deals in the IT services sector, significant cost savings were achieved through derived synergies, streamlined processes and consolidations.

One-Tech Take

The IT group was keenly aware of the pivotal role it had to play to bring the two organizations together under common platforms and processes. IT systems were to be one of the first integration touch points that employees would have experienced. Their priorities included building a common IT backbone, installing a world-class telepresence system for internal communications, and improving the social networking and collaboration platforms.

To manage the combined business more effectively, PeopleSoft 9 was made the new choice, supported by business intelligence and master data management resources. This helped create a consolidated view of human resource and other systems. Investment in advanced tools and processes at this stage is envisaged to yield further efficiency and faster growth for the business.

New Brand Speak

The Brand team’s task was to translate the merits and value of the combined parts into a common brand. The new brand identity had to come alive through a multitude of touch points. Along with aiding recall, we needed to ensure that the equity of positive synergies is communicated to all stakeholders.

The biggest challenge was to communicate the meaning of the two forces coming together. We found our answer in the power of multiplication of the talent and opportunities, and not in mere addition of these attributes. We relentlessly used a plethora of communication channels to reach out with our messages to stakeholders across both companies.

One World

The success of any integration hinges on the effective integration of people, processes and culture. The top leadership team gave strategic weightage to this aspect of integration by dedicating ample time and resources to it.

iGATE Patni quickly integrated business units and sales teams through right role allocations, harmonizing 72 people practices and processes. The company also communicated the strategic intent and vision of the integration and its benefits to employees through many focused and large scale interactive forums. While ensuring that the people integration happened at a rapid pace, adequate care was also taken to ensure that ongoing operations were not hampered as a result.

A notable outcome of the cultural assimilation has been the emergence of a new-generation work culture in the form of openness and transparency coupled with an entrepreneurial style of leadership, which is non-hierarchical and rewards individual achievement and spontaneity. The new culture has helped to highlight the significance of innovation in day-to-day work and its impact in enriching the role of every employee in the company.

Miles to Go

The biggest reward for an achievement is the achievement itself! Today, even as we look back at the integration exercise, each employee of iGATE Patni stands proud to have been part of one of the historic initiatives of our career.

It is a journey that has just begun and as we reach our first station, we are pleased with what has been accomplished and look forward to the many exciting challenges ahead.

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Key Performance Indicators: 2006-11

*	Excluding additional provision for prior years’ tax review by IRS and review by Department of Labor of Patni’s US operations; leading to an increase in gross profit and operating income by approximately US$ 7.0 million, and decrease in net income by US$ 19.9 million, as compared to the reported numbers.

**	Excluding reversal for prior years’ tax review by IRS of Patni US operations; leading to a decrease in gross profit and operating income by approx US$ 2.7 million, and decrease in net income by US$ 18.2 million, as compared to the reported numbers.

***	Excluding reversal for prior years’ tax review by IRS of Patni US operations and reversal of tax positions for Patni India operations; leading to a decrease in gross profit and operating income by approx US$ 1.2 million, and a decrease in net income by US$ 22.01 million, as compared to the reported numbers.

****	Excluding reversal for prior years’ tax position of Patni US operations leading to a decrease in net income by US$ 7.4 million, as compared to the reported numbers.

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Letter to the Shareholders

Phaneesh Murthy

Chief Executive Officer & Managing Director

Dear Shareholders,

2011 has been an eventful and a milestone year for Patni. With a change in guard of the promoters on account of its acquisition by iGATE Corp and a successful integration thereafter with iGATE, opportunities for Patni’s growth have found new vistas with a potential to differentiate based on innovation-led forward looking business models.

Acquisition and Integration

With the acquisition of Patni, we were able to immediately allay uncertainties about the company that existed amongst employees, customers and investors. On the integration front, I am particularly pleased with the smoothness which the two companies came together. While both the organizations had their dissimilarities in terms of culture, business models and market approach, we used those as an advantage and ended up creating a whole new brand that best represents the synergistic merit of both. Brand iGATE Patni now engages with Global Fortune 1000 companies to partner with them and deliver core Business Outcomes. As a visible metric, Patni’s gross margins and Adjusted EBITDA have shored up significantly over the last two quarters of 2011 confirming our successful integration efforts. Furthermore, with the shareholder and stakeholder value thoroughly preserved, our integration exercise is now referred to as an exemplary program in the M&A space within and outside the industry.

Customers and Markets

I am delighted to say that we were able to efficiently protect and grow Patni’s revenues without losing any customer due to our integration. On the other hand, several existing customers of Patni have shown keen interest to add to the existing Time and Material based work and engage with us on high impact Business Outcomes. Our focus will be to engage with Global Fortune 1000 companies mainly in Banking, Insurance, Healthcare, Manufacturing and Retail verticals. Apart from these, we will also focus on Media, Entertainment, Leisure and Travel along with Communication and Utilities as other target industries. Product Engineering Services will continue to be a high impact focus area for us, while Europe, Middle and India will be among the geographies that we expect greater growth from.

Organizational Excellence

As one of the merits of the integration, we were able to implement best practices in Quality processes across the two organizations. Some of the improvement initiatives that were introduced in Patni include “Small Steps” - a Kaizen based initiative to drive small improvements at project level and “Giant Leap” - a program level initiative to focus on big improvements that bring in tangible benefits.

Confirming to our quality standards, Patni was re-assessed at Level 5 against CMMI Version 1.2. CMMI Maturity Level 5 is the highest rating an organization can achieve and is indicative of process implementation that improves quality and provides predictable process performance.

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Patni’s paper on ‘Achieving business excellence through high maturity practices’ got accepted to be presented in the International Software Engineering Conference.

Talent Capital

I have firmly articulated that one of the key assets that we have gained as a result of the acquisition is the talent capital in Patni. While we carried out our integration across phases in the year, we ensured that we initiated an Egalitarian work culture at Patni where employees are encouraged to disagree and innovate in their respective streams of expertise. As an organization, we have been cautious not to be paternalistic and have hence adopted an adult-to-adult engagement model with our employees. We have also initiated a focused ‘fun at work’ initiative across the organization with an intent of creating employee pods of common interests and talent beyond work, and in the process, make our workplaces more exciting to be in.

We have introduced a set of five values - Citizenship, Innovation, Respect, Passion and Excellence - that defines the approach we take as we continue to delight our customers and shareholders. We are glad that Patni’s employee attrition has decreased significantly to well under 20% confirming to our best-in-class people practices. Our employee engagement programs are now focused to distill our market value proposition and our newly crafted values to all employees.

Awards and Accolades

I am pleased that our integration efforts were well complemented with achievements that were duly recognized across several areas:

·	Patni was ranked the No. 1 Healthcare R&D Service Provider in Global R&D Service Providers Rating, by Zinnov Management Consulting.

·	Zinnov Management Consulting also ranked Patni in the Leadership Zone for Overall Leading R&D Service Providers, Automotive and Computer Peripherals & Storage in its Global R&D Service Providers Rating.

·	Everest Group named us as a “Major Contender” in Finance and Accounting in its FAO Research Report 2011.

·	CHCS Services Inc., a unit of Patni that offers health and life administration services, was honored with the “Case in Point Platinum Award” for overall case management excellence across the healthcare spectrum.

·	Patni was awarded the Advanced Solutions Partner status with TIA Technology, the Copenhagen-based world leader in integrated, leading-edge standard software solutions for the global insurance industry.

New Vision and Outlook for the Future

To deliver increased value to our stakeholders, we have crafted a new vision “to change the rules of the game and deliver high-impact outcomes in a new technology enabled world.” We would now like to continue the good work beyond the integration and ensure that the company delivers increased value to all its stakeholders. We will continue to focus on outcomes based engagements and in the journey, earning respect as one of the top three employers in all the talent markets we operate.

With Patni’s scale of operations and micro-vertical focus meeting the innovative Business Outcomes-based positioning as the result of a successful integration, we now have the foundation to build a special and an exciting company that wins the admiration of peers and competition alike and that bodes for an exciting future.

/s/ Phaneesh Murthy
Phaneesh Murthy
23 Feb, 2012
Mumbai

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Executive Committee

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Board of Directors

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Directors’ Report

To,

The Members,

PATNI COMPUTER SYSTEMS LIMITED

Your Directors have pleasure in presenting their Thirty fourth Annual Report together with Audited statements of Accounts for the year ended 31 December 2011.

Financial Results

	31 Dec 2011 ( in million)	31 Dec 2010 ( in million)
Sales	21,517	18,913
Resulting in Profit Before Tax	5,940	7,155
Profit After Tax	4,998	6,551
Profit available for appropriation after adding to it Previous Year’s Brought Forward	21,167	26,441
Appropriated as under:
Adjustment on account of employee benefits
Transfer to General Reserve	—	655
Final Proposed Dividend on Equity Shares @ Nil (Previous Year 150%)	—	2
Special Interim Dividend on Equity Shares @ Nil (Previous Year 3150%)	—	8,244
Corporate Tax on above Dividend	—	1,370
Balance Carried to Balance Sheet	21,167	16,170

Business Performance

The performance of your Company during the year under report has shown improvement over the previous year. Total revenue for the year ended 31 December 2011 amounted to 21,517 million as against 18,913 million for the corresponding period last year, registering a growth of about 14%. The Company has posted the Net Profits after tax to 4,998 million as compared to 6,551 million for the corresponding period last year, registering a decline of about 24% for the year ended 31 December 2011. Even on consolidated basis, revenues were increased in the current year 2011 by 12% to 35,679 million from 31,881 million in 2010.The net income decreased by 36%.

Dividend

With a view to conserve the resources for the proposed facility and infrastructure expansion, your Directors do not recommend any dividend for the year 2011.

Business Overview

Your Company is a worldwide outsourcing provider of integrated end-to-end offshore centric information technology (“IT”) and IT-enabled operations solutions and services. The Company delivers a comprehensive range of IT services through globally integrated onsite and offshore delivery locations primarily in India. Your Company offers its services to customers through industry focused practices, including insurance and healthcare (“IHC”), manufacturing, retail and logistics (“MRDL”), banking and financial services (“BFS”), communications and utilities (“CEU”), and media and entertainment (“MELT”) and through technology focused practices. IT services include application development, application maintenance and support, verification and validation, enterprise application solutions, business intelligence and data warehousing (“BI & DW”), packaged software implementation, infrastructure management services, quality assurance services and product engineering services. IT-enabled services include business process outsourcing (“BPO”), transaction processing services and customer interaction services (“CIS”).

On 12 May 2011, iGATE through its wholly owned subsidiaries acquired 82.4% of the outstanding shares of the Company. The acquisition by iGATE combined two highly recognized IT services and outsourcing companies with complementary industry verticals for the purpose of facilitating sustained long-term growth and to strengthen their competitive position as a top-tier company in the highly-fragmented global IT industry. iGATE’s strategy is to utilize your Company’s expanded pool of talent, diverse expertise across multiple verticals, higher level of strategic end-to-end service offerings and established management team to enable iGATE in offering differentiated solution sets in developing and maintaining long-term client relationships with a diversified client basis that spans different industry verticals.

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Post acquisition, the internal management of the consolidated entities — iGATE and Patni were restructured such that there were primarily two major segments in the consolidated company — (i) iGATE Corporation (and its subsidiaries other than Patni) and; (ii) Patni. The internal restructuring also included a restructuring of the Board of Directors of your Company.

Your Company offers services in an integrated manner to customers who belong to different industry verticals namely insurance and healthcare, manufacturing, retail and logistics, banking and financial services, communications and utilities, and media and entertainment. Your Company’s operations are located in twenty seven countries.

Through a blended strategy of “offerings tailored to customers’ and market needs” referred to as “outside-in approach” for problem-solving, experimenting and innovating business and technology platforms, your Company achieves results efficiently through rapid improvement and automation, resulting in reduced cycle times and costs over a period of time. Accountability for results towards aligned goals requires your Company to continuously measure its progress against the goals, thus enabling it to deliver significant benefits to its customers along with a lower risk profile.

Your Company has a track record of successfully developing and managing large, long-term client relationships with some of the world’s largest and best known companies. As of 31 December 2011, your Company’s customer base was 280 clients. Several of the Company’s key executives are located in its client geographies to better develop and maintain client relationships at senior levels. Repeat business accounted for 98.6%, 94.6% and 94.0% of your Company’s revenues in 2011, 2010 and 2009.

Your Company’s revenues have grown from $655.9 million in 2009 to $759.3 million in 2011, representing a CAGR of 7.6%. As of 31 December 2011, your Company’s total number of employees were around 18,000. Your Company has invested in new high-tech facilities, which it refers to as “knowledge parks”, designed for expanding our operations and training our employees. Your Company has 130 sales and marketing personnel supported by dedicated industry specialists in 25 sales offices around the globe, including North America, Europe, Japan and the rest of the Asia-Pacific region.

Global Delivery Model

Global demand for high quality, lower cost IT and IT-enabled services has created a significant opportunity for your Company, which it uses to successfully leverage the benefits of, and address the challenges in using, an offshore talent pool. Your Company’s effective use of offshore personnel offers a variety of benefits, including lower costs, faster delivery of new IT solutions and innovations in vertical solutions, processes and technologies.

Your Company has adopted a global delivery model for providing services to its clients. Your Company’s global delivery model includes on-site and offshore teams. Your Company has offshore development centers located in Bangalore, Hyderabad, Chennai, Noida, Mumbai, Pune and Gandhinagar in India and has global development centers located in Australia, Mexico, Canada, the United States, China, Singapore and India. The centers can deliver both onsite and offshore services, depending on client location and preferences.

IT services that your Company delivers using its offshore centers include software application development and maintenance, implementation and support of enterprise applications, package evaluation and implementation, re-engineering, data warehousing, business intelligence, analytics, data management and integration, software testing and IT infrastructure management services. Your Company believes that it delivers high quality solutions to its clients at substantial savings by using its global pool of highly talented people.

IT-enabled operations offshore outsourcing solutions and services that your Company offers include BPO, transaction processing services and call center services. BPO services are offered to clients that are looking to achieve converged IT and BPO solutions. The transaction processing services offered are focused on the mortgage banking, financial services, insurance and capital market industries, except for the delivery of finance and accounting functions such as accounts payable which can be performed for clients across all industries. The call center services are offered to clients in several industries and are not industry specific.

Industry Practices, Technology Practices and IT Services

Your Company offers its services to customers through industry practices in insurance and healthcare, manufacturing, retail and logistics, banking and financial services, communications and utilities, and media and entertainment. Your Company also has technology practices that offer services in product engineering and product design. Your Company’s industry practices and technology practices are complemented by its IT services, which it develops in response to client requirements and technology life cycles. The Company’s service lines include application development, application maintenance and support, verification and validation, enterprise application solutions, business intelligence and data warehousing, customer interaction services and BPO, infrastructure management services and quality assurance services.

Sales and Marketing

Your Company’s sales teams use a multi pronged approach to market our services. They target certain industries and service lines through focused sales executives, geographies through regional sales executives and large clients through dedicated account managers. Your Company has aligned a majority of its sales and marketing teams to focus on specific industries and geographies. In addition to its sales executives, Your Company has industry experts and solution architects who complement its sales efforts by providing specific industry and service line expertise.

Your Company’s senior management and dedicated account managers are actively involved in managing client relationships and business development through targeted interaction

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with multiple contacts throughout its clients’ organizations. Your Company aims to develop its client relationships into partnerships by working closely with its clients’ managers and senior executives to formulate and execute an offshore outsourcing strategy, implement engagement models that suit their particular challenges and explore new service lines.

Your Company undertakes detailed periodic reviews to identify existing and prospective clients that it believes can develop into large, strategic clients. Your Company intends to focus on adding more strategic accounts, which it defines as those who provide $5.0 million or more in annual revenues or those with whom it believes it has the potential to achieve such annual revenue amounts over a 24 to 30 month period. For each strategic client, a senior executive is identified and charged with managing the overall client relationship and leading periodic reviews with the client.

Your Company has 25 sales offices across North America, Europe, Japan and the rest of the Asia-Pacific region and 130 sales and marketing personnel who are supported by dedicated industry specialists. Your Company sets targets for its sales personnel at the beginning of each year, which are subject to periodic reviews. In addition to a base salary, the Company’s compensation package for sales personnel includes an incentive based compensation plan driven by achievement of the prescribed sales targets.

Human Resources

Your Company strongly believes that it ability to maintain and continue its growth depends to a large extent on its strength in attracting, developing, motivating and retaining the talent. Your Company operates in seven major cities in India, which enables it to recruit technology professionals from different parts of the country. The key elements of your Company’s human resource management strategy include Talent Acquisition, learning and development, rewards and retention.

None of your Company’s employees are represented by a union.

Your Company employed around 18,000, 17,600 and 14,000 employees as of 31 December 2011, 2010 and 2009, respectively. Out of 18,000 employees, around 17,000 were software professionals as of 31 December 2011. Of these software professionals, around 3,000 employees were categorized as onsite and 14,000 as offshore. The geographic breakdown for your Company’s employees as of 31 December 2011 was as follows:

Geography		Number of Employees (rounded off)
India		14,900
North America		2,500
Rest of the World		600
Total		18,000

Centers of Excellence

Your Company is developing internal “centers of excellence” to create expertise in emerging technologies. Your Company is working on centers of excellence that focus on next generation technologies which includes Web 2.0 and Web 3.0 specification, mobility solutions for ease of access to application, Anywhere secured access to data and in areas of Business Intelligence. Your Company partners with leading technology vendors such as Microsoft, HP, IBM and Oracle to implement these technologies.

Facility Expansion

A key component of your Company’s global delivery model is the telecommunication linkages between client sites and its sites and between its distributed sites in India. Your Company has designed a global network architecture which provides client connectivity, offshore development center connectivity and internet connectivity. This network provides seamless access and uses high availability networks and advanced routing protocols for redundancy and availability. Although your Company relies on third parties, such as telecommunications providers and internet service providers to provide such services, your Company ensures that it has multiple service providers using multiple routes and media to attain high levels of redundancy, availability and performance. Your Company has dedicated teams to monitor the operations of its network operations 24 hours a day and seven days a week. Your Company uses encryption techniques for confidentiality of data as required.

Your Company’s principal executive offices are located at Mumbai, India. Your Company’s North American headquarters are located in Cambridge, Massachusetts. These facilities are used primarily for management functions and support functions such as sales, marketing and general administration.

Your Company has state-of-the-art facilities in nine locations in India where its technical staff is located and which serve as its primary delivery centers. Your Company also has imaging centers and distribution centers in the United States and in the United Kingdom for handling the digital processing of documents.

Your Company currently has capacity for approximately 17,000 professionals at these facilities. As of 31 December 2011, your Company had used approximately 83% of its existing office space in its operations.

Most of your Company’s global branch offices located outside of India are used for sales and marketing.

Your Company has 25 sales and marketing offices located in the U.S.A, Canada, India, Australia, China, Japan, Singapore, Malaysia, Germany, Mexico, Czech Republic, Indonesia, Sweden, Switzerland, Belgium, the Netherlands, the U.K, Finland, U.A.E., South Korea, South Africa, Turkey, Italy, Ireland and Romania.

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Your Company operates through its facilities located in various parts of India. In the recent past your Company has acquired facilities to support its growth. In keeping with its plans for expansion, your Company has constructed new facilities in India, which includes three knowledge parks in Chennai, Navi Mumbai and Noida. These knowledge parks have state-of-the-art infrastructure with extensive workspace and training facilities and a modular design for ease of segregation of dedicated projects with the ability to provide scale and service to clients from one location.

Your Company’s Noida Knowledge Park was awarded the prestigious LEED Platinum (Leadership in Energy and Environmental Design) rating jointly by the U.S Green Building Council and the Indian Green Building Council for the Company’s Green IT-BPO Centre. This makes your Company’s Knowledge Park the second largest Platinum rated building in the world, and the largest Platinum rated building outside the United States.

Phase I of the Navi Mumbai facility, with a capacity of 4,300 seats, is complete and occupied. Phase I of the Chennai facility, with a capacity of 1,200 seats, is complete and partially occupied. Construction of the Noida SEZ facility with capacity to accommodate 3,300 seats is completed and is partially occupied. The Navi Mumbai, Chennai and Noida facilities are expected to accommodate up to 14,000, 10,000 and 3,300 engineers, respectively when fully completed.

In continuation of its policy to have its own campus operations, your Company has acquired land in Pune, Hyderabad and Kolkata in addition to its campuses in Mumbai, Chennai and Noida. These facilities when fully built, are expected to have a seating capacity for approximately 25,000 professionals.

As of 31 December 2011, your Company had spent approximately $ 101.3 million on the knowledge parks.

Your Company announced a Capital outlay of $120 million over a period of three years, of which $102 million relates to building a residential training facility in Pune along with a 5,000 member capacity delivery center and campus expansion in Mumbai.

Quality and Project Management

While quality always has been an integral part of your Company’s operations, your Company became formally certified and assessed for quality models in 1995. Your Company started with ISO 9000-1994, underwent SEI-CMM level 4 and 5 assessments and as of today is ISO 9001-2000 certified and are assessed for P-CMM Level 3 and SEI-CMMi Level 5. In the last year, your Company also got reassessed for CMMI Level 5 against version 1.2. ISO 9001 is an international standard for quality management systems maintained by the International Organization for Standardization. The Capability Maturity Model (CMM) is a method for evaluating the quality of a company’s management and software engineering practices, with Level 5 being the highest attainable certification. The CMM was developed by the Software Engineering Institute (SEI) at Carnegie Mellon University. The Software Engineering Institute subsequently released a revised version known as the Capability Maturity Model Integration (CMMi). Your Company has been using the Six Sigma Program to implement process changes including the above. Your Company continuously strives to better its quality management system with the help of industry best practices and research findings. Your Company’s quality management system involves the review and continuous improvement of software development and related processes, testing of work products and regular internal and external quality audits. Your Company applies sophisticated project management and solution deployment methodologies that it has developed to help ensure timely, consistent and accurate delivery of IT solutions to its clients.

In 2011, your Company has received the following recognitions:

· iGATE Patni won the ‘Golden Peacock’ National Quality Award — 2011

· iGATE Patni’s IT and Business Enabling functions in Bangalore were successfully appraised and rated at People CMM® maturity level 5.

· iGATE Patni’s Employee Engagement initiative ‘Thank God It’s Monday’ entered the Limca Book of Records for running a corporate music show every Monday, for five consecutive years.

Patni ESOP 2003 (Revised 2009)

Your Company had introduced the Employees Stock Option Plan known as ‘Patni ESOP 2003’. The Plan is being administered by the Compensation and Remuneration Committee of Directors constituted as per SEBI Guidelines. The details of Options granted under the Plan are given in the Annexure to this Report.

Subsidiary Companies

The Company has wholly owned subsidiaries viz. Patni Americas, Inc., Patni Computer Systems (UK) Limited, Patni Computer Systems GmbH, PCS Computer Systems Mexico, SA de CV and Patni (Singapore) Pte. Ltd.

Patni Telecom Solutions, Inc. and CHCS Services Inc. are the subsidiaries of Patni Americas, Inc., one of the Company’s main subsidiaries.

Patni Telecom Solutions (P) Limited and Patni Telecom Solutions (UK) Limited are subsidiaries of Patni Telecom Solutions, Inc.

Patni Computer Systems (Czech) s.r.o. is the subsidiary of Patni Computer Systems (UK) Limited.

Patni Computer Systems Japan Inc, Patni Computer Systems (Suzhou) Co.Ltd., Patni Computer Systems (Dalian) Co, Ltd. and Patni Computer Systems Indonesia are owned through Patni (Singapore) Pte. Ltd., one of the Company’s main subsidiaries.

In view of the above and by virtue of Section 4 of the Companies Act, 1956 the Company has following subsidiaries (Collectively to be referred as “Subsidiary Companies”) i)

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Patni Americas, Inc.; ii) Patni Computer Systems (UK) Limited; iii) Patni Computer Systems GmbH; iv) PCS Computer Systems Mexico, SA de CV; v) Patni (Singapore) Pte. Ltd.; vi) Patni Telecom Solutions, Inc.; vii) CHCS Services Inc.; viii) Patni Telecom Solutions (P) Limited; ix) Patni Telecom Solutions (UK) Limited; x) Patni Computer Systems (Czech) s.r.o.; xi) Patni Computer Systems Japan Inc.; xii) Patni Computer Systems (Suzhou) Co., Ltd.; xiii) Patni Computer Systems (Dalian) Co., Ltd.; and xiv) Patni Computer Systems Indonesia.

The Company has been granted a general exemption for the year ended 31 December 2011 by the Ministry of Corporate Affairs from attaching to its Balance Sheet, the individual Annual Reports of each of its Subsidiary Companies. A statement containing brief financial details of the Company’s subsidiaries for the year ended 31 December 2011 is included in the Annual Report. The annual accounts of Subsidiary Companies and the related detailed information will be made available to any member of the Company / its Subsidiary Companies seeking such information at any point of time and are also available for inspection by any member of the Company / its Subsidiary Companies at the Registered Office of the Company.

Reconstitution of the Board

In accordance with the requirements of the Companies Act, 1956 and Articles of Association of the Company, Mr. Shashank Singh and Mr. Göran Lindahl are liable to retire and eligible for reappointment in the forthcoming Annual General Meeting.

Corporate Developments

Your Company had received a letter dated 11 November 2011 from Pan - Asia iGATE Solutions and iGATE Global Solutions Limited (Collectively “the Promoters”), expressing their intention to initiate the process to acquire the Shares held by the public shareholders of the Company by providing an exit opportunity in accordance with the Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 (as amended) (“Delisting Regulations”), and all other applicable regulations in order to voluntarily delist the Company’s Shares from the Indian Stock Exchanges and the American Depository Shares (“ADSs”) from the New York Stock Exchange (“NYSE”) (“Delisting Proposal”).

On 16 November 2011, the Board of Directors of the Company had granted its approval to the said Delisting Proposal and sought the approval of the shareholders of the Company through postal ballot in terms of the Delisting Regulations after complying with the SEBI and the U.S. Securities Exchange Commission requirements, if any.

Your Company, vide Postal Ballot Notice dated 5 December 2011, had sought the consent of its Members to a delisting proposal received from the Promoters to voluntarily delist the equity shares of the Company from the Indian Stock Exchanges and ADSs from NYSE, USA. Special Resolution contained in the said Postal Ballot Notice was duly passed by the requisite majority as required under the Companies Act, 1956 and Delisting Regulations. The Promoters may make a public announcement of a Delisting offer in accordance with the Delisting Regulations within a period of one year from the date of the above-mentioned special resolution.

Corporate Governance

Your Company follows the principles of the effective corporate governance practices. The Clause 49 of the Listing Agreement deals with the Corporate Governance requirements with which every publicly listed Company is required to comply with. The Company has taken steps to comply with the requirements of revised Clause 49 of the Listing Agreement with the Stock Exchanges.

A separate section on Corporate Governance forming part of the Directors’ Report and certificate from the Company’s Auditors confirming the compliance of conditions on Corporate Governance as stipulated in Clause 49 of the Listing Agreement is included in the Annual Report.

Particulars of Employees

Particulars of employees as required under the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended, forms part of this Report. However, in pursuance of Section 219(1)(b)(iv) of the Companies Act, 1956, this Report is sent to all the Members of the Company excluding the aforesaid information and the said particulars are made available at the registered office of the Company. The members desirous of obtaining such particulars may write to the Company Secretary at the registered office of the Company.

Fixed Deposits

Your Company has not accepted any fixed deposits from the public. As such, no amount of principal or interest is outstanding as of the balance sheet date.

Auditors

M/s. S.R. Batliboi & Associates, Chartered Accountants, the present statutory auditors of the Company holds office until the conclusion of the ensuing Annual General Meeting. M/s. S.R. Batliboi & Associates, under Section 224(1) of the Companies Act, 1956, have furnished the certificate of their eligibility for appointment.

Directors’ Responsibility Statement

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors, based on the representation received from the Operating Management, confirm that:-

(a) in the preparation of the annual accounts, the accounting standards have been followed and that there is no material departure;

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(b) they, in selection of accounting policies, have consulted the Statutory Auditors and have applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31 December 2011 and the Profit of the Company for the period 1 January 2011 to 31 December 2011;

(c) they have taken proper and sufficient care, to their best of knowledge and ability, for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

(d) they have prepared the annual accounts on a going concern basis.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings/Outgo:

A) Conservation of Energy

Your Company consumes electricity mainly for the operation of its computers. Though the consumption of electricity is negligible as compared to the total turnover of the Company, your Company has taken effective steps at every stage to reduce consumption of electricity.

B) Technology Absorption

This is not applicable to your Company as it has not purchased or acquired any Technology for development of software from any outside party.

C) Foreign Exchange Earnings/Outgo

		31 Dec 2011 ( in million)
Earnings in Foreign Currency on account of:
Export Sale		21,133
Others		46
Total Earnings		21,179
Expenditure in Foreign Currency on account of:
Travelling Expenses		264
Overseas Employment Expenses		4,381
Professional Fees & Consultancy Charges		286
Subscription & Registration Fees		5
Other Matters		156
Total Expenditure		5,092
Net Earnings in Foreign Currency		16,087

Acknowledgements

Your Directors wish to convey their appreciation to all the Company’s employees for their performance and continued support. The Directors would also like to thank all the shareholders, consultants, customers, vendors, bankers, service providers and governmental & statutory authorities for their continued support.

For and on behalf of the Board of Directors

	Jai S Pathak	Phaneesh Murthy
	Chairman	CEO & MD

Date: 25 January 2012

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Annexure to the Directors’ Report: Employee Stock Options Plan (‘ESOP’)

Information as on 31 December 2011

(Currency: in thousands of Indian Rupees except share data)

			As of 31 December 2011
(a)	No. of options granted		15,759,482		*
(b)	Pricing formula		As per market price as defined in SEBI guidelines on ESOP or on face value of equity shares
(c)	Options vested		2,170,621		**
(d)	Options exercised		8,302,666
(e)	The total number of shares arising as a result of exercise of option		8,302,666
(f)	Options lapsed		5,012,320		***
(g)	Variation of terms of options		N/A
(h)	Money realized by exercise of options;		1,284,262
(i)	Total number of options in force;		2,444,496
(j)	Employee wise details of options granted during the year to:-
	(I)	senior managerial personnel during the year;	NIL
	(II)	any other employee who receives a grant in any one year of option amounting to 5% or more of option granted during that year.	NIL
	(III)	identified employees who were granted option, during any one year, equal to or exceeding 1% of the issued capital (excluding outstanding warrants and conversions) of the Company at the time of grant;	NIL
(k)	diluted Earnings Per Share (EPS) pursuant to issue of shares on exercise of option calculated in accordance with the Accounting Standard (AS) 20 ‘Earnings per Share’		29.58
(l)	Impact of Employee Compensation cost calculated as difference between intrinsic value and fair market value in accordance with SEBI Guidelines on ESOP
	Profit for the year after taxation as reported		4,014,571
	Add: Stock based employee compensation deteremined under the intrinsic value method		249,067
	Less: Stock based employee compensation deteremined under the fair value method		227,004
	Pro-forma profit		4,036,634
	Reported earnings per equity share of 2 each
	- Basic		30.07
	- Diluted		29.58
	Pro-forma earnings per equity share of 2 each
	- Basic		30.23
	- Diluted		29.75
(m)	Weighted-average exercise prices and weighted-average fair values of options, for options whose exercise price equals or is less than the market price of the stock ****
	Weighted average exercise price - Equity		165.15
	Weighted average fair value - Equity		155.89
	Weighted average exercise price - ADR		$	0.08
	Weighted average fair value - ADR		$	18.27

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(Currency: in thousands of Indian Rupees except share data)

		As of 31 December 2011
(n)	The fair value of each stock option is estimated on the date of grant using the Black Scholes option pricing model with the following assumptions for Equity linked options which are in accordance with SEBI Guidelines on ESOP
	Dividend yield	0.67				%
	Weighted average dividend yield	0.67				%
	Expected life	3.5 - 5.5 years
	Risk free interest rates	8.29% - 8.37				%
	Expected Volatility	38.47% - 39.13				%
	Weighted Average Volatality	38.84				%

	The price of the underlying share in market at the time of option grant		Grant Date		Price ()
			29 June 2011		329.55
	The fair value of each stock option is estimated on the date of grant using the Black Scholes option pricing model with the following assumptions for ADR linked options which are in accordance with SEBI Guidelines on ESOP
	Dividend yield		0.68	%
	Weighted average dividend yield		0.68	%
	Expected life		3.5 - 5.5 years
	Risk free interest rates		0.58% - 1.15	%
	Expected Volatility		38.27% - 40.64	%
	Weighted average volatility		39.71	%

	The price of the underlying ADR in market at the time of option grant	Grant Date	Price ($)
		19 October 2011	13.49
(o)	Ratio of ADS to Equity Shares	1 ADR = 2 Shares

*		Including options granted to employees, who have seperated.
**		Net of options lapsed.
***		As per the plan, in the event of resignation from employment, the options lapse for individual employee. However, the said options are available to Company for reissue.
****		For options outstanding.

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Corporate Governance Report

Your Company has complied, in all material respects, with features of Corporate Governance Code as per Clause 49 of the Listing Agreement with the Stock Exchanges.

A report on the implementation of the Corporate Governance Code of the Listing Agreement by the Company is furnished below.

Philosophy on Corporate Governance

A good corporate governance process aims to achieve balance between shareholders’ interest and corporate goals by providing long-term vision of its business and establishing systems that help the Board in understanding and monitoring risk at every stage of the corporate evolution process to enhance the trust and confidence of the stakeholder without compromising with laws and regulations.

The Company’s philosophy on corporate governance encompasses achieving balance between individual interests and corporate goals through the efficient conduct of its business and meeting its stakeholder obligations in a manner that is guided by transparency, accountability and integrity. Accountability improves decision-making and transparency helps to explain the rationale behind decisions and to build stakeholder confidence.

At Patni Computer Systems Limited, we strive towards excellence through adoption of best governance and disclosure practices.

A. Board of Directors

1. Composition of directors

The Board of Directors of the Company (“the Board”) has an optimum combination of executive and non-executive directors, which is in conformity with the requirements of Clause 49 of the Listing Agreement with the Stock Exchanges (“Listing Agreement”) in this regard. The Chairman of the Board is a Non-executive Independent Director. In order to ensure the independence of the Board, 50% of the Board is comprised of Independent Directors.

The relevant details in respect of the composition of the Board are furnished below.

Name of the director	Position/Category	Number of directorships in other companies*
Mr. Jai S Pathak	Chairman (Independent Director)	2
Mr. Phaneesh Murthy	Chief Executive Officer & Managing Director	7
Mr. Göran Lindahl	Non-executive Director	5
Mr. Shashank Singh	Non-executive Director	1
Mr. Arun Duggal	Independent Director	12
Mr. Vimal Bhandari	Independent Director	8

* This includes directorships held in public limited companies, foreign companies and subsidiaries of public limited companies but excludes directorships held in private limited companies.

Changes in composition of the Board during the year ended 31 December 2011

· Pan-Asia iGATE Solutions and iGATE Global Solutions Limited (jointly referred to as the “Acquirers”), alongwith iGATE Corporation as the person acting in concert (“PAC”), acquired 63% of the then equity share capital of the Company from Mr. Narendra K Patni, Mr. Gajendra K Patni and Mr. Ashok K Patni along with their respective relatives (the “Previous Promoter Group”) and M/s. General Atlantic Mauritius Limited (“PE Investor”) and further 20% from public shareholders of the Company by way of mandatory tender offer in accordance with Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 at a price of 503.50 per share (collectively referred as “Acquisition Transaction”). Pursuant to the said Acquisition Transaction, Mr. Phaneesh Murthy was appointed as a Director (not liable to retire by rotation) and Mr. Shashank Singh was appointed as Director (liable to retire by rotation) w.e.f. 8 February 2011.

· Mr. Jai S Pathak and Mr. Göran Lindahl were appointed as Directors (liable to retire by rotation) w.e.f. 12 May 2011.

· Mr. Gajendra K Patni and Mr. William O Grabe resigned as Directors of the Company w.e.f. 8 February 2011. While, Mr. Narendra K Patni, Mr. Ashok K Patni, Mr. Pradip Shah, Mr. Ramesh Venkateswaran, Mr. Louis Theodoor van den Boog, Dr. Michael A Cusumano, Mr. Pradip Baijal and Mr. Jeya Kumar also resigned as Directors w.e.f. 12 May 2011.

· Mr. Arun Duggal and Mr. Vimal Bhandari were subsequently re-appointed as Directors (liable to retire by rotation) at the Annual General Meeting held on 29 June 2011.

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2. Number of Board Committees of the Company and of other companies on which directors are Member or Chairman.

			Number of board	Number of board
	Number of board	Number of board	committees of other	committees of other
	committees on	committees on	companies on which	companies on which
Name of the director	which Chairman	which Member	Chairman	Member
Mr. Jai S Pathak*	—	2	—	1
Mr. Phaneesh Murthy	—	—	—	1
Mr. Göran Lindahl	—	—	—	—
Mr. Shashank Singh**	1	—	—	—
Mr. Arun Duggal#	1	—	1	2
Mr. Vimal Bhandari#	—	2	3	2
Mr. Narendra K Patni@	—	—	NA	NA
Mr. Jeya Kumar@	—	—	NA	NA
Mr. Ashok K Patni@	—	—	NA	NA
Mr. Louis Theodoor van den Boog@	—	1	NA	NA
Mr. Pradip Shah@	1	—	NA	NA
Mr. Ramesh Venkateswaran@	—	—	NA	NA
Dr. Michael A Cusumano@	—	—	NA	NA
Mr. Pradip Baijal@	1	—	NA	NA
Mr. Gajendra K Patni@	—	—	NA	NA
Mr. William O Grabe@	—	1	NA	NA

NA — Not Applicable

@ Resigned during the year.

* Mr. Jai S Pathak was inducted as a Member of Audit Committee and Shareholders’/Investors’ Grievance Committee w.e.f. 12 May 2011.

** Mr. Shashank Singh was inducted as the Chairman of the Shareholders’/Investors’ Grievance Committee Meeting w.e.f.12 May 2011.

* Mr. Arun Duggal was inducted as the Chairman of the Audit Committee and Mr. Vimal Bhandari was inducted as a member of the Shareholders’/Investors’ Grievance Committee w.e.f. 12 May 2011.

Note: (As required under the Listing Agreement)

1. For the purpose of considering the limit of the committees on which a director can serve, all public limited companies, whether listed or not, have been included and all other companies including private limited companies, foreign companies and companies under Section 25 of the Companies Act have been excluded.

2. For the purpose of considering the limit on memberships of the committees, the Audit Committee and the Shareholders’/ Investors’ grievance committee alone are considered.

3. Number of board meetings held and the dates on which such meetings were held:

Nine board meetings were held during the year ended 31 December 2011 with a time gap of not more than four months between any two meetings and the required information as stipulated under Clause 49 of the Listing Agreement was made available to the members of the Board. The dates of such board meetings were 3 January 2011, 10 January 2011, 8-9 February 2011, 26-27 April 2011, 12 May 2011, 29 June 2011, 25 July 2011, 18 October 2011 and 16 November 2011.

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4. Attendance of each present director at the board meetings and the last AGM

Name of the director	Total board meetings held during tenure	Attended in person	Attended through video/tele conference	Annual general meeting on 29 June 2011
Mr. Jai S Pathak	5	4	1	Ö
Mr. Phaneesh Murthy	7	5	2	Ö
Mr. Göran Lindahl	5	3	—	Ö
Mr. Shashank Singh	7	7	—	Ö
Mr. Arun Duggal	9	9	—	Ö
Mr. Vimal Bhandari	9	9	—	Ö
Mr. Pradip Shah@	5	4	—	NA
Mr. Narendra K Patni@	5	5	—	NA
Mr. Jeya Kumar@	5	5	—	NA
Mr. Ashok K Patni@	5	5	—	NA
Mr. Ramesh Venkateswaran@	5	3	—	NA
Mr. Pradip Baijal@	5	3	—	NA
Mr. Gajendra K Patni@	3	2	—	NA
Mr. William O Grabe@	3	0	—	NA
Mr. Louis Theodoor van den Boog@	5	3	—	NA
Dr. Michael A Cusumano@	5	1	—	NA
Mr. Abhay Havaldar@ (Alternate Director to Mr. William O Grabe)	3	2	—	NA

NA — Not Applicable

@ Resigned during the year.

5. Compensation to Directors

Details of compensation paid to Directors for the year ended 31 December 2011 are as below:

(Amounts in )

Director	Relationship with other directors	Business relationship with the Company	Loans & advances from the Company	Sitting Fees*	Remuneration*		Commission*
Mr. Jai S Pathak	No	None	—	200,000	—		2,151,434
Mr. Phaneesh Murthy	No	None	—	—	—		—
Mr. Göran Lindahl	No	None	—	—	—		—
Mr. Shashank Singh	No	None	—	—	—		—
Mr. Arun Duggal	No	None	—	260,000	—		2,499,841
Mr. Vimal Bhandari	No	None	—	300,000	—		2,499,841
Mr. Narendra K Patni@	Brother of Mr. Gajendra K Patni and Mr. Ashok K Patni	Erstwhile Promoter	—	—	Refer note 3		—
Mr. Jeya Kumar@	No	None	—	—	162,707,037		—
Mr. Gajendra K Patni@	Brother of Mr. Narendra K Patni and Mr. Ashok K Patni	Erstwhile Promoter	—	40,000			—
Mr. Ashok K Patni@	Brother of Mr. Gajendra K Patni and Mr. Narendra K Patni	Erstwhile Promoter	—	60,000	8,691,359	#	—
Mr. William O Grabe@	No	Erstwhile	—	—	—		—
		Nominee of
		strategic investor
Mr. Louis Theodoor van	No	None	—	60,000	—		655,329
den Boog@
Mr. Pradip Shah@	No	None	—	80,000	—		655,329
Mr. Ramesh	No	None	—	40,000	—		655,329
Venkateswaran@
Dr. Michael A Cusumano@	No	None	—	40,000	—		655,329
Mr. Pradip Baijal@	No	None	—	20,000	—		655,329

* Gross amounts subjected to applicable TDS.

# Pension and Medical Liability.

@Resigned during the year.

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Notes:

1. Payment to Non-executive Directors:

The Company paid commission to its Independent Directors as approved by the Board within the limits approved by the Members of the Company. The amount of such commission, taken together for all Non-executive Directors, did not exceed 1% of the net profits of the Company in the financial year. The Independent Directors were also paid a sitting fee of 20,000 per meeting, being the maximum amount permissible under the present regulations, for attending the Board/Committee meetings.

The Board of Directors, at its meeting held on 12 May 2011, has revised the compensation payable to the Independent Directors, as given below:

· Base Compensation to each Independent Director: $ 50,000 p.a.

· Chairman of the Board of Directors: $ 10,000 p.a.

· Chairman of each of the other Committees of Directors: $ 10,000 p.a.

· The Compensation will be in the form of Commission as permitted under the provisions of the Companies Act, 1956.

· Commission will be paid on quarterly basis in equal installments.

· Overall Commission not to exceed 1% of the net profit of the Company.

· 20,000 as sitting fees for the meetings attended.

In addition to the above, the Independent Directors are also eligible for stock option grants under Company’s Stock Option Plan i.e. Patni ESOP 2003 (Revised 2009).

Before the acquisition transaction, the Company had paid commission to its Independent Directors as approved by the previous Board within the limits approved by the Members of the Company. The Independent Directors were also paid a sitting fee of 20,000 per meeting, being the maximum amount permissible under the present regulations, for attending the Board/Committee meetings. In addition to above mentioned commission, the following were entitled to a one-time annual commission as under for the period starting from 1 January 2011 till 11 May 2011.

· The Chairman of the Audit Committee: $ 10,000 p.a.

· Members of the Audit Committee: $ 5,000 p.a.

· The Chairman of Compensation & Remuneration Committee: $ 5,000 p.a.

· The Chairman of Shareholders’/Investors’ Grievance Committee: $ 5,000 p.a.

2. Payment to Managing Director and former Manager:

During the year, Mr. Phaneesh Murthy was appointed as a Managing Director with the designation of ‘Chief Executive Officer & Managing Director’ w.e.f. 12 May 2011 for the period of five years pursuant to the provisions of the Companies Act, 1956. He is also the President and Chief Executive Officer of iGATE Corporation, the holding company of the Company. He does not draw any remuneration from the Company and the Company provides him all the necessary infrastructural facilities to function as a Chief Executive Officer and Managing Director of the Company.

Mr. Jeya Kumar ceased to be the Manager designated as Chief Executive Officer of the Company w.e.f. 12 May 2011 and accordingly during the year, the Company had paid remuneration/compensation to Mr. Jeya Kumar within the limits envisaged under the applicable provisions of the Companies Act, 1956. The remuneration paid was approved by the Board within the limits approved by the Members of the Company.

The breakups of compensation/remuneration paid to them are as under:

(Amounts in )

	Fixed Components			Variable Components
	Salary, Allowances &			Performance Linked
	Perquisites	PF contribution	Pension	Incentive	Total
Mr. Phaneesh Murthy	—	—	—	—	—
Mr. Jeya Kumar* (in capacity of Manager)	145,985,157	1,101,704	—	15,620,176	162,707,037	*

*Mr. Jeya Kumar ceased to be the Manager designated as CEO of the Company w.e.f. 12 May 2011. This includes the severance payment of 81,940,905/- made to him during the year.

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3. Compensation to Mr. Narendra K Patni: This includes the severance payment of 152,928,697/- which was paid by Patni Americas Inc., a wholly owned subsidiary of the Company. The Compensation is as described in the financial statements of the Company and its Subsidiaries. However, he ceased to be the Chairman and the Director of the Company w.e.f. 12 May 2011.

Shareholding of present Non-executive Directors’ in the Company for the year ended 31 December 2011

Name of Non-executive Director		No. of Equity Shares held as of 31 December 2011
Mr. Jai S Pathak		Nil
Mr. Arun Duggal		4,550
Mr. Vimal Bhandari		2,600
Mr. Göran Lindahl		Nil
Mr. Shashank Singh		Nil

Stock Options Grant

Name	Exercise Price Per Share	Number of Options Granted		Expiration Date
Mr. A Duggal	254/381/458/455/471/2/2	20,000/5,000/5,000/5,000/5,000/4,550/4,000	(1)	2010/2011/2012/2013/2016/2016/2017	(1)
Mr. V Bhandari	471/2/2	20,000/2,600/4,000	(2)	2016/2016/2017	(2)
Mr. Jai S Pathak	2	4,000	(3)	2017	(3)
Dr. M Cusumano*	254/381/458/455/$20.78/ 4	20,000/5,000/5,000/5,000/2,500#/2,275#	(4)	2011	(4)
Mr. P Shah*	254/381/458/455/471/2	20,000/5,000/5,000/5,000/5,000/1,950	(4)	2011	(4)
Mr. L van den Boog*	381/458/455/2/4	20,000/5,000/5,000/96,000/1,950#	(4)	2011	(4)
Mr. R Venkateswaran*	254/381/458/455/471/2	20,000/5,000/5,000/5,000/5,000/2,600	(4)	2011	(4)
Mr. P Baijal*	471/2	20,000/2,600	(4)	2011	(4)
Mr. J Kumar*	106/2/2	1,500,000/350,000/240,500	(5)	—	(5)

#ADR linked Options

*Former Directors

(1) In respect of the first grant, options will vest in four equal installments, i.e. 25% each year and expiry date in respect of said grant will be from 2010 to 2013. Please note that the first & second vesting i.e. 25% of said grant has already expired in July 2010 & 2011 respectively. In respect of the second grant, options will vest in four equal installments, i.e. 25% each year and expiry date in respect of said grant will be from 2011 to 2014. Please note that the first vesting i.e. 25% of said grant has already expired in April 2011. In respect of third, fourth and fifth grants, options will vest in four equal installments, i.e. 25% each year and expiry date in respect of said three grants will be from 2012 to 2015, 2013 to 2016, and 2016 to 2019 respectively. In respect of the sixth grant, the options will vest in full at the end of first year and will expire in 2016 and in respect of the last grant, the options will vest in three installments, i.e. 30%, 30% and 40% each year, and expiry date in respect of the said grant will be from 2017 to 2019.

(2) In respect of the first grant, options will vest in four equal installments, i.e. 25% each year, and expiry date in respect of said grant will be from 2016 to 2019. In respect of the second grant, the options will vest in full at the end of first year and it will expire in 2016 and in respect of the last grant, the options will vest in three installments, i.e. 30%, 30% and 40% each year, and expiry date in respect of the said grant will be from 2017 to 2019.

(3) The options will vest in three installments, i.e. 30%, 30% and 40% each year, and expiry date in respect of the said grant will be from 2017 to 2019.

(4) Ceased to be the Director of the Company w.e.f. 12 May 2011(“Effective Date”) and by virtue of the resignation, all unvested options as on date of resignation lapsed and all vested options expired in 2011 in pursuance to the Patni ESOP Plan (Revised 2009).

(5) Ceased to be the Manager designated as Chief Executive Officer & Director of the Company w.e.f. 12 May 2011 and he has exercised all his vested options.

Code of Conduct:

Pursuant to the requirements of the Clause 49 of the Listing Agreement, the Board has adopted Code of Business Conduct and Ethics for the executive directors, whole time directors, officers and employees of the Company as well as the separate Code of Business Conduct and Ethics for Non-executive Directors of the Company. The said Code has been posted on website of the Company.

All the Board Members and senior management personnel have affirmed compliance with the Code for the year 2011 and a declaration to this effect signed by the Chief Executive Officer and Managing Director of the Company is provided at the end of this report.

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Tenure:

As per the provisions of the Companies Act, 1956 and the Articles of Association of the Company, two third of the total directors of the Company retire by rotation. Out of this two third, one third will be retiring at every Annual General Meeting. Accordingly, the tenure of each director is two years but they are eligible for re-appointment.

Mr. Phaneesh Murthy was appointed as a Director of the Company w.e.f. 8 February 2011 pursuant to Acquisition Transaction as mentioned earlier. He was further appointed as a Managing Director with the designation of ‘Chief Executive Officer & Managing Director’ w.e.f. 12 May 2011 for the period of five years pursuant to the provisions of the Companies Act, 1956 which was further approved at the Annual General Meeting held on 29 June 2011. His appointment as a Director is not liable to retire by rotation.

B. Audit Committee

1. Brief description of terms of reference

The Audit Committee was initially set up on 19 December 2001 and reconstituted on 12 November 2003 in line with then corporate governance norms. Subsequently, the Audit Committee was further reconstituted on 30 March 2005, 29 April 2008, 10 February 2010 and recently on 12 May 2011. The Audit Committee has three non-executive members, all being independent. The Chairman of the Committee is an independent director. All members of the Audit Committee are financially literate and they have accounting or related financial management expertise.

Existing Charter of the Audit Committee, including terms of reference, is as under:

I. Purpose

The primary purpose of the Audit Committee is to assist the Board of Directors (the “Board”) of Patni Computer Systems Limited, (the “Company”), in fulfilling its oversight responsibilities with respect to (a) the accounting and financial reporting processes of the Company, including the integrity of the audited financial statements and other financial information provided by the Company to its stockholders, the public, any stock exchange and others, (b) the Company’s compliance with legal and regulatory requirements, (c) the Company’s independent auditors’ qualifications and independence, (d) the audit of the Company’s financial statements and the performance of the Company’s internal audit function and its independent auditors.

II. Organization

The Audit Committee shall have minimum of three Directors as its Members. All Members of the Audit Committee shall be Independent Directors and shall be financially literate and at least one member shall have accounting or related financial management expertise. The Board shall appoint a Chairperson of the Audit Committee and in the absence of such person, the members of the Audit Committee shall appoint one of their members present as the Chairman by a vote of the majority of the full Audit Committee. The Chairman of the Audit Committee shall be present at the Annual General Meeting of the Company to answer shareholder’s queries.

The Audit Committee may invite such of the executives, as it consider appropriate (and Particularly the CFO) to be present at the meetings of the committee, but on occasions it may also meet without the presence of any executives of the Company. The CFO, head of Internal Audit and representative of the Statutory Auditor may be present as invitees for the meetings of the Audit Committee.

III. Meetings

The Audit Committee should meet at least four times in a year and not more than four months shall elapse between two meetings. The Quorum shall be either two members or one third of the members of the Audit Committee whichever is greater.

IV. Authority and Responsibilities

Subject to and in accordance with Clause 49 of the listing agreement

Description			Period
A.	With Respect to the Management
	1.	Review the annual financial statements before submission to the board for approval.	Annually
	2	Review the quarterly financial statements before submission to the board for approval.	Quarterly
	3	Review and discuss the major issues w.r.t. accounting principles and financial statement presentations and changes in accounting principles and policies.	As appropriate
	4	Review disagreements or audit problems, if any, for preparation of financial statements etc.	As appropriate
	5	Review Company’s legal Compliance Report and any matters which could impact Company’s financial statements.	As appropriate

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Description			Period
	6	Review the Company’s Earnings press releases and other information provided to analysts and rating agencies.	As appropriate
	7	Review and discuss w.r.t. off-balance sheet transaction, arrangements, obligations etc.	As appropriate
	8	Review steps to monitor, control and manage major financial risk and corrective measures.	As appropriate

B.	With Respect to the Independent Auditors
	1.	Appointment, compensation and oversight of the work of Independent Auditors.	As appropriate
	2.	Evaluate Performances of Independent Auditors including lead audit partner.	Annually
	3.	Ensure objectivity & independence of Independent Auditors, and receive a statement of Independence from them.	Annually
	4.	Review Appropriate Internal Quality Control procedures of Independent Auditors.	Annually
	5.	Confirm Rotation requirement of Partners & Independent Auditors and hiring of former employees of Independent Auditors.	As appropriate
	6.	Review of any report submitted by Independent Auditors.	As appropriate
	7.	Before commencement of Statutory Audit, review the scope & plan of work of Independent Auditors.	Annually
	8.	Post audit discussion with Independent Auditors to ascertain areas of concern.	Annually
	9.	Review Alternative Accounting treatments of Financial information reported in US GAAP and treatment advised by Independent Auditors.	As appropriate
	10.	Ensuring the quality and appropriateness of the Company’s accounting and financial disclosures.	As appropriate

C.	With Respect to the Internal Auditors
	1.	Appointment of Head of Internal Audit and review of scope of work and his responsibilities.	Annually
	2.	Review the scope & plan of work of Internal Audit Group including staffing & budget.	At least Annually
	3.	Evaluate Performance of Internal Audit Group.	At least Annually
	4.	In discussion with internal auditors Review of the adequacy of Company’s internal controls.	As appropriate
	5.	Review the process of complaints regarding internal accounting controls and auditing matters.	As appropriate
	6.	Review effectiveness of the Company’s internal control over financial reporting.	Annually
	7.	Review Management certification and disclosures.	Annually
	8.	Review on the issues raised in management letters and corrective steps.	As appropriate
	9.	Review on significant findings of the Internal Audit Group.	As appropriate

D.	Other
	1.	Review all related party transactions required under SEC rules and SEBI.	Annually
	2.	Examine reasons behind any substantial defaults.	As appropriate
	3.	Review the details of investment surplus fund and IPO proceeds.	As appropriate
	4.	Recommend to BOD amendment to, or waiver of, Company’s code of Ethics.	As appropriate
	5.	Review adequacy of Charter annually and review its performance.	Annually
	6.	Report regularly with respect to the quality or integrity of the Company’s financial statements & perform other activities.	As appropriate
	7.	Review the financial statements of any material non-listed Indian subsidiary.	As appropriate

V. Resources

The Audit Committee shall have the sole authority to retain or terminate consultants to assist the Audit Committee in its functions. The terms of engagement and payment terms of such consultants will be determined by the Audit Committee.

The Company Secretary shall act as the Secretary to the Audit Committee.

2. Composition, names of Members and Chairman

The Board of Directors of the Company, at its Meeting held on 12 May 2011, has, inter alia, approved following changes in the composition of the Audit Committee of the Directors:

· Mr. Pradip Shah has ceased to be the Chairman of the Audit Committee.

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· Mr. Arun Duggal has been appointed as the Chairman of the Audit Committee.

· Mr. Jai S Pathak has been inducted as the Member of the Audit Committee.

Accordingly, the current composition of the Audit Committee of the Company is as under:

Name of the Member	Designation	Category
Mr. Arun Duggal	Chairman	Independent Director
Mr. Vimal Bhandari	Member	Independent Director
Mr. Jai S Pathak	Member	Independent Director

3. Meetings and attendance during the year

Six meetings were held during the year ended 31 December 2011.

Name of the Member	Total Committee meetings held during tenure of Member	Total Committee meetings attended
Mr. Arun Duggal	6	5
Mr. Vimal Bhandari	6	5
Mr. Jai S Pathak	4	4
Mr. Pradip Shah*	2	2

* Mr. Pradip Shah ceased to be the Chairman of the Committee w.e.f. 12 May 2011.

C. Compensation and Remuneration Committee

1. Brief description of terms of reference and remuneration policy

The Compensation and Remuneration Committee was set up on 30 July 2006 by merging the Remuneration Committee and the Compensation Committee. The Committee has overall responsibility for approving and evaluating compensation plans, policies and programs of the CEO and senior management of the company. The Committee shall make recommendations to the Board on Stock Option plans for all employees. The Committee shall also facilitate the recommendation of compensation for Board members.

Recently, the Compensation and Remuneration Committee was further reconstituted on 12 May 2011.

The Committee has three non—executive members with all being independent and the Chairman of the Committee is an Independent Director.

2. Present Composition, names of Members and Chairman

Name of the Member	Designation	Category
Mr. Vimal Bhandari	Chairman	Independent Director
Mr. Jai S Pathak	Member	Independent Director
Mr. Arun Duggal	Member	Independent Director

3. Meetings and attendance during the year

Three meetings were held during the year ended 31 December 2011.

Name of the Member	Total Committee meetings held during tenure of member	Total Committee meetings attended
Mr. Vimal Bhandari	2	2
Mr. Jai S Pathak	2	2
Mr. Arun Duggal	2	2
Mr. Ramesh Venkateswaran*	1	1
Dr. Michael A Cusumano*	1	1
Mr. Pradip Baijal*	1	—

*Ceased to be the members of Compensation and Remuneration Committee w.e.f. 12 May 2011.

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D. Shareholders’/ Investors’ Grievance Committee

Shareholders’/Investors’ Grievance Committee was set up on 12 November 2003 and was reconstituted on 30 July 2006, 30 October 2007, 29 April 2008, 22 October 2008, 29 July 2009 and recently on 12 May 2011. Presently, the Committee consists of three directors, all being Non-executive Directors. The Chairman of the Committee is a Non-executive Director. The Committee met on 25 July 2011 to ensure timely and efficient resolving of investor complaints.

1. Name of Non-executive Director heading the Committee:

Mr. Shashank Singh was appointed as the Chairman of the Committee w.e.f. 12 May 2011 and Mr. Pradip Baijal ceased to be the Chairman of the Committee as on same date.

2. Present Composition, names of Members and Chairman

Name of the Member	Designation	Category
Mr. Shashank Singh	Chairman	Non-executive Director
Mr. Vimal Bhandari	Member	Independent Director
Mr. Jai S Pathak	Member	Independent Director

3. Name and designation of Compliance Officer

Mr. Arun Kanakal, Company Secretary

Ackruti Softech Park, MIDC Cross Road No.21

MIDC, Andheri (East)

Mumbai 400 093.

Tel: 91 022 6693 0500

Fax: 91 022 2832 1750

E-mail: investors.redressal@igatepatni.com

4. Details of investors’ queries/complaints received and resolved during the year ended 31 December 2011:

This information has been provided under Shareholders’ Information.

E. General Body Meetings

1. Details of last three Annual General Meetings of the Company:

Annual General Meetings for the last three years

Date	29 June 2011	23 June 2010	25 June 2009
Location	The Westin Pune, 36/3B Koregaon Park Annexe, Mundhwa Road, Pune — 411 001.	Hotel Le Meridien, R.B.M. Road, Behind Pune Railway Station, Pune — 411 001	Hotel Le Meridien, R.B.M. Road, Behind Pune Railway Station, Pune — 411 001
Time	11.30 am	11.30 am	11.30 am

2. Whether any special resolution passed in the previous three AGMs?

Yes

3. Whether any special resolution passed last year through postal ballot — details of voting pattern?

Pursuant to Section 192A of the Companies Act, 1956 read with the Companies (Passing of Resolution by Postal Ballot) Rules, 2011, a Notice dated 5 December 2011 was sent to the Members for seeking approval through Postal Ballot by way of the Special Resolution for Voluntary Delisting of the (a) Shares of Company from the Bombay Stock Exchange Limited and the National Stock Exchange of India Limited; and (b) the American Depositary Shares of the Company from New York Stock Exchange.

4. Who conducted the postal ballot?

Mr. Vijayakrishna KT, Practicing Company Secretary, was appointed as the Scrutinizer in this regard by the Board of Directors vide resolution dated 16 November 2011 for conducting this Postal Ballot voting process in a fair and transparent manner. Subsequently, based on the Scrutinizer’s report, the said Special Resolution was declared as passed with the requisite majority as required under Section 189(2) of the Companies Act, 1956 and the Regulation 8 (1)(b) of the Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009.

5. Whether any special resolution is proposed to be conducted through postal ballot?

For the year 2012, if resolutions are to be conducted through the Postal Ballot procedure, those will be taken up at the appropriate time.

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6. Procedure for postal ballot?

Procedure was followed as per the requirements of the Section 192A of the Companies Act, 1956 read with the Companies (Passing of resolution by Postal Ballot) Rules, 2011.

F. Disclosures

1. Disclosures on materially significant related party transactions that may have potential conflict with the interests of the company at large.

Disclosures regarding Related Party Transactions have been made under notes to financial statements of the Company, which forms part of this Annual Report.

2. Details of non-compliance by the Company, penalties and strictures imposed on the company by the stock exchange or SEBI or any statutory authority, on any matter related to capital markets, during the last three years.

No penalties and strictures have been imposed on the Company by the stock exchange, SEBI or any statutory authority on any matter related to capital markets as there was no non-compliance by the Company.

3. As stated earlier, the Board has adopted Code of Business Conduct and Ethics for the executive directors, whole time directors, officers and employees of the Company as well as the separate Code of Business Conduct and Ethics for Non-executive Directors of the Company. The provisions relating to Whistle Blower Policy have been adequately provided and no personnel have been denied access to the Audit Committee.

4. The Company has complied with the applicable mandatory requirements of Clause 49 of the listing agreement entered with the Stock Exchanges.

5. Disclosure on non-mandatory requirements:

a) Mr. Jai S Pathak, Independent Director, has been appointed as the Chairman of the Company. As of now, he is not maintaining a Chairman’s Office at the Company’s expense.

None of the independent director on the Board of the Company has served for a tenure exceeding nine years. The Company has ensured that the person who is being appointed as an independent director has the requisite qualifications and experience which would be of use to the Company and which in the opinion of the Company, would enable him to contribute effectively to the Company in his capacity as an Independent Director.

b) The Company has set up a Compensation & Remuneration Committee. Details of which is provided elsewhere in the Annual Report.

c) We publish our quarterly results in widely circulated newspapers and also display them on our website.

d) The financial statements of the Company are unqualified.

e) As stated earlier, the Company has adopted a Whistle Blower Policy and has established the necessary mechanism for employees to report concerns about any malpractice, impropriety, abuse etc. The said Policy is also appropriately communicated within the Company across all levels and has been displayed on Company’s intranet and website.

G. Shareholders’ Information

Date and time of AGM	:	10 April 2012, Tuesday, at 3.00 p.m.
Venue	:	Hotel Le Meridien, R.B.M. Road, Behind Pune Railway Station, Pune - 411001.
Financial year	:	1 January 2011 to 31 December 2011
Book closure dates	:	3 April 2012 to 10 April 2012 (both days inclusive)
Registered office	:	Level II, Tower 3, Cybercity, Magarpatta City, Hadapsar, Pune - 411 013
Dividend payment date	:	Not Applicable.
Compliance officer	:	Mr. Arun Kanakal, Company Secretary is the Compliance Officer of the Company.
Website address	:	www.igatepatni.com

Means of communication

The Company’s website www.igatepatni.com contains an Investors’ section containing financials, press releases, shareholding pattern, news about the Company and certain other shareholder information.

The Company has been sharing the relevant information on the ‘Corporate Filing and Dissemination Systems website viz. www.corpfiling.co.in’ launched by BSE and NSE.

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The Securities and Exchange Commission, US (‘SEC’) maintains a website at www.sec.gov that contains all information and filings done by the registrants that make electronic filings with the SEC using its EDGAR system. The periodical filings of the Company with SEC are also available on the Company’s website.

All press releases and events can be accessed under the heading “News and Events” in Investors’ section on the Company’s website.

Financial results are generally published in Economic Times, Free Press Journal (the National newspapers), Navshakti and Maharashtra Times (Vernacular newspapers).

As required by sub-clause V of Clause 49 of the Listing Agreement, Management Discussion and Analysis is provided elsewhere in the Annual Report.

As on 31 December 2011, there were 38,703 shareholders holding our equity shares.

The Company’s shares fall under category A of scrip in BSE and are listed on the following stock exchanges:

In India:

1.	Bombay Stock Exchange Limited (BSE)
	Phiroze Jeejeebhoy Towers
	Dalal Street, Fort
	Mumbai 400 001.
	Tel: 91 22 2272 1233/1234
	Fax: 91 22 2272 1919
	Website: www.bseindia.com

2.	National Stock Exchange of India Limited (NSE)
	Exchange Plaza
	Plot No.C/ 1, G Block
	Bandra-Kurla Complex, Bandra (E)
	Mumbai 400 051
	Tel: 91 22 2659 8235/36
	Fax: 91 22 2659 8237/38
	Website: www.nseindia.com

Outside India:

The Company’s ADSs are listed on:
The New York Stock Exchange (NYSE)
11 Wall Street, New York, NY 10005.
Tel: +1 212 6563000

Website: www.nyse.com

Listing fees for the year 2011-12 have been paid to the stock exchanges where the Company’s shares are listed.

	India		Global
Codes	BSE	NSE	NYSE
Exchange	532517	PATNI	PTI
Reuters	PTNI.BO	PTNI.NS	PTI.N
Bloomberg	PATNI: IN		PTI: US
ISIN nos. in NSDL and CDSL	INE660F01012		—

Dematerialization of equity shares

The Company’s shares are under compulsory dematerialization list and can be transferred through depository system. The Company
has entered into a tripartite agreement with National Securities Depository Limited (NSDL) and Central Depository Services (India)
Limited (CDSL) to facilitate the dematerialization of shares. As on 31 December 2011, 99.99% shares were held in electronic form.

Contact Details:

For queries regarding shares:

Registrar and Transfer Agent:

Karvy Computershare Private Limited
Unit: Patni Computer Systems Limited

Plot No.17-24, Vittal Rao Nagar, Madhapur
Hyderabad 500 081, India.

Tel: 91 40 2342 0815-820

Fax: 91 40 2342 0814

Email: igkcpl@karvy.com

Company Secretary and Compliance Officer:
Arun Kanakal

Patni Computer Systems Limited

Ackruti Softech Park

MIDC Cross Road No.21

Andheri (East), Mumbai 400 093.

Tel: 91 22 6693 0500

Email: investors.redressal@igatepatni.com

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Investor correspondence in the U.S.
Araceli Roiz

Tel: +1 510 896 3007

Email: investors@igatepatni.com

Queries relating to Financial Statements
Email: investors@igatepatni.com

Name and address of the Depositary Bank for the purpose of ADS

The Bank of New York Mellon

Investor Services

C/o BNY Mellon Shareowner Services

P.O. Box 358516, Pittsburgh, PA 15252-8516
Toll Free: 1888 BNY ADRS

International: +1 201 680 6825

Email: shrrelations@bnymellon.com
Websites: www.bnymellon.com\shareowner

Name and address of the Custodian in India for the purpose of ADS

The Hongkong and Shanghai Banking Corporation Ltd
Custody and Clearing

HSBC Securities Services

2nd Floor, ‘Shiv’, Plot No 139-140 B

Western Express Highway, Sahar Road Junction,

Vile Parle (E), Mumbai 400 057.

Tel: 91 22 4035 7637/40/49/27

Fax: 91 22 4035 7469/70

Dividend

The Board has not recommended any dividend for the year ended 31 December 2011.

Patni Insider Trading Policy

The Company has implemented an Insider Trading Policy to comply with all relevant Insider Trading Regulations. In accordance with the policy, the Company announces quiet period for designated employees from time to time.

The Company has a policy of observing a ‘quiet period’ from the last day of the end of the quarter till two trading days after the financial results are published. The Company may also announce ‘quiet period’ during and after the occurrence of certain events mentioned in the Insider Trading Policy.

The Company is continuously monitoring compliance under its Insider Trading Policy.

Details of complaints received and resolved from 1 January 2011 to 31 December 2011

Complaints	Received	Attended to	Pending
Non-Receipt of Dividend Warrants	193	193	0
Non-Receipt of Annual Report	3	3	0
Non-Receipt of Securities	0	0	0
Non-Receipt of Refund Order	0	0	0
Non-Receipt of Electronic Credit	0	0	0
Receipt of Refund Orders/Dws for corrections	6	6	0
Complaints Received from SEBI	7	7	0
Complaints Received from Stock Exchanges	0	0	0
Total	209	209	0

Shareholding Pattern as on 31 December 2011

Category	Number of Shares	% to Total
Promoters and Relatives of Promoters	89,928,848	66.86
Mutual Funds/UTI	25,000	0.02
Financial Institutions/Banks	264,714	0.20
Foreign Institutional Investors	16,243,273	12.08
Bodies Corporate	408,318	0.30
Individuals	2,522,835	1.88
NRIs	124,327	0.09
Foreign Corporate Bodies	82,834	0.06
Directors	4,550	0.00
Trusts and Clearing Members	132,998	0.10
Shares underlying ADRs*	24,756,436	18.41
Total	134,494,133	100.00

* Includes 20,161,867 underlying shares then held by Bank of New York for Pan — Asia iGATE Solutions being the beneficiary.

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Market Price Data

Monthly highs, lows and volumes for the Year 2011

	BSE			NSE			Total Volume
	High	Low	Volume	High	Low	Volume	(BSE+NSE)
Month			Nos.			Nos.	Nos.
January, 2011	478.00	441.00	2,960,450	489.80	440.85	14,223,653	17,184,103
February, 2011	472.00	445.00	1,360,834	474.00	445.60	6,508,558	7,869,392
March, 2011	479.00	441.20	610,682	478.95	444.05	7,807,590	8,418,272
April, 2011	485.00	422.45	986,611	483.80	422.40	6,711,331	7,697,942
May, 2011	439.80	310.05	3,252,388	431.00	303.60	18,056,147	21,308,535
June, 2011	366.00	318.00	1,228,860	368.80	315.90	5,846,338	7,075,198
July, 2011	347.35	306.00	792,803	347.40	306.45	4,555,202	5,348,005
August, 2011	330.80	250.00	327,224	330.90	250.00	3,137,780	3,465,004
September, 2011	307.00	268.95	548,525	303.50	260.70	3,101,329	3,649,854
October, 2011	352.45	256.20	3,454,055	355.40	268.10	11,995,536	15,449,591
November, 2011	462.45	322.50	5,142,493	470.00	328.00	16,027,290	21,169,783
December, 2011	471.60	382.60	2,592,295	473.00	431.65	2,540,317	5,132,612

Market movement

Stock market data relating to equity shares listed in India

Chart on Patni share price Vs. Sensex and Nifty from 1 January 2011 to 31 December 2011
Patni Price Vs. Sensex

Patni Price Vs. Nifty

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Distribution of shareholding as on 31 December 2011

No. of equity shares held	No. of shareholders	%	No. of shares	%
1 - 5000	38,610	99.76	2,606,350	1.94
5001 - 10000	28	0.07	187,552	0.14
10001 - 20000	12	0.03	178,572	0.13
20001 - 30000	10	0.03	234,249	0.17
30001 - 40000	6	0.02	203,554	0.15
40001 - 50000	6	0.02	268,049	0.20
50001 - 100000	17	0.04	1,304,816	0.97
100001 & above	14	0.04	129,510,991	96.29
Total	38,703	100.00	134,494,133	100.00

Outstanding ADRs

Our ADRs are traded on the NYSE under the ticker symbol “PTI”. As of 31 December 2011, Outstanding ADRs are 2,293,979. Each ADR represents two underlying Equity Shares.

We had entered into a Deposit Agreement dated 15 July 2002 with The Bank of New York, the Depositary. Pursuant to the said Deposit Agreement, we have deposited 20,161,868 equity shares of 2/- each with the Depositary. The Depositary has executed and delivered to General Atlantic Mauritius Limited (“GAML”) 20,161,868 ADSs representing such equity shares where each ADS represents one equity share of 2/- per share. Subsequent to the Acquisition Transaction, 20,161,867 ADSs were acquired by Pan- Asia iGATE Solutions (“iGate Mauritius”).

The addresses of offices/locations are given elsewhere in this Annual Report.

ANNUAL DECLARATION BY CEO PURSUANT TO CLAUSE 49(I)(D)(ii) OF
THE LISTING AGREEMENT

As per the requirements of Clause 49(I)(D)(ii) of the Listing Agreement, I, Phaneesh Murthy, Chief Executive Officer & Managing Director of the Company, hereby declare that all the Board Members and senior management personnel of the Company have affirmed compliance with the Company’s Code of Business Conduct and Ethics for the year 2011.

Phaneesh Murthy
CEO & MD

Date: 25 January 2012

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Certificate on Corporate Governance

To the Members of Patni Computer Systems Limited

We have examined the compliance of the conditions of Corporate Governance by Patni Computer Systems Limited (‘the Company’) for the year ended on 31 December 2011, as stipulated in Clause 49 of the Listing Agreement of the said Company with Stock Exchanges in India.

The compliance of the conditions of Corporate Governance is the responsibility of the management. Our examination was limited to procedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company.

In our opinion and to the best of our information and according to the explanations given to us, we certify that the Company has complied with the conditions of Corporate Governance as stipulated in the above mentioned Listing Agreement.

We state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the management has conducted the affairs of the Company.

For Amit K. Trivedi & Associates
Practising Company Secretaries

C.P. Number: 7059
Membership Number: 19738

Mumbai

25 January 2012

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The Board of Directors,

Patni Computer Systems Limited

Sub: Certification by the Chief Executive Officer (CEO) and Principal Finance Officer on Financial Statements of the Company for the year ended 31 December 2011

We, Phaneesh Murthy, CEO & MD and Ananth Nayak, Principal Finance Officer, of Patni Computer Systems Limited, certify that:

(a) We have reviewed financial statements and the cash flow statement for the year and that to the best of our knowledge and belief:

i. these financial statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading; and

ii. these statements together present a true and fair view of the Company’s affairs and are in compliance with existing accounting standards, applicable laws and regulations.

(b) There are, to the best of our knowledge and belief, no transactions entered into by the Company during the year which are fraudulent, illegal or violative of the Company’s code of conduct.

(c) We are responsible for establishing and maintaining internal controls for financial reporting and that we have evaluated the effectiveness of the internal control systems of the Company pertaining to financial reporting and we have disclosed to the auditors and the Audit Committee, deficiencies in the design or operation of such internal controls, if any, of which we are aware and the steps we have taken or propose to take to rectify these deficiencies.

(d) We have indicated to the auditors and the Audit committee:

i. significant changes in internal control over financial reporting during the year;

ii. significant changes in accounting policies during the year and that the same have been disclosed in the notes to the financial statements; and

iii. instances of significant fraud of which we have become aware and the involvement therein, if any, of the management or an employee having a significant role in the Company’s internal control system over financial reporting.

For Patni Computer Systems Limited

Phaneesh Murthy	Ananth Nayak
*CEO & MD*	*Principal Finance Officer*

Place: Bangalore
Date: 23 January 2012

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Financial Section

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Standalone Financials under Indian GAAP

Auditors’ Report

To the Members of

Patni Computer Systems Limited

1. We have audited the attached balance sheet of Patni Computer Systems Limited (the ‘Company’) as at 31 December 2011 and also the Profit and Loss account and the cash flow statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditor’s Report) Order, 2003 (as amended) (the ‘Order’) issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Companies Act, 1956 (the ‘Act’), we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

4. Further to our comments in the Annexure referred to above, we report that:

i.	We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purposes of our audit;

ii.	In our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of those books;

iii.	The balance sheet, profit and loss account and cash flow statement dealt with by this report are in agreement with the books of account;

iv.	In our opinion, the balance sheet, profit and loss account and cash flow statement dealt with by this report comply with the accounting standards referred to in sub-section (3C) of section 211 of the Act;

v.	On the basis of the written representations received from the directors, as on 31 December 2011, and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31 December 2011 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Act; and

vi.	In our opinion and to the best of our information and according to the explanations given to us, the said accounts give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

a)		in the case of the balance sheet, of the state of affairs of the Company as at 31 December 2011;

b)		in the case of the profit and loss account, of the profit for the year ended on that date; and

c)		in the case of cash flow statement, of the cash flows for the year ended on that date.

For S.R. Batliboi & Associates
Firm registration number: 101049W
Chartered Accountants

	per Kalpesh Jain
Mumbai, India	Partner
25 January 2012	Membership No.: 106406

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Annexure referred to in paragraph 3 of our report of even date

Re: Patni Computer Systems Limited (the ‘Company’)

(i)	(a)	The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

	(b)	All fixed assets have not been physically verified by the management during the year but there is a regular programme of verification which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification.

	(c)	There was no disposal of a substantial part of fixed assets during the year.

(ii)	Due to the nature of its business, clause 4 (ii) (a) to (c) of the Order, relating to physical verification of inventory are not applicable to the Company and hence not commented upon.

(iii)	(a)	According to the information and explanations given to us, the Company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under section 301 of the Act. Accordingly, the provisions of clause 4 (iii) (b) to (d) of the Order are not applicable to the Company and hence not commented upon.

	(b)	According to the information and explanations given to us, the Company has not taken any loans, secured or unsecured from companies, firms or other parties covered in the register maintained under section 301 of the Act. Accordingly, the provisions of clause 4 (iii) (f) to (g) of the Order are not applicable to the Company and hence not commented upon.

(iv)	In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business, for the purchase of fixed assets and sale of services. During the course of our audit, we have not observed any major weakness or continuing failure to correct any major weakness in the internal control system of the Company in respect of these areas. The activities of the Company do not involve purchase of inventory and sale of goods.

(v)	(a)	According to the information and explanations provided by the management, we are of the opinion that the particulars of contracts or arrangements referred to in section 301 of the Companies Act, 1956 that need to be entered into the register maintained under section 301 have been so entered.

	(b)	In our opinion and according to the information and explanations given to us, the transactions made in pursuance of such contracts or arrangements and exceeding the value of Rupees five lakhs have been entered into during the financial year at prices which are reasonable having regard to the prevailing market prices at the relevant time.

(vi)	The Company has not accepted any deposits from the public.

(vii)	In our opinion, the Company has an internal audit system commensurate with the size and nature of its business.

(viii)	To the best of our knowledge and as explained, the Central Government has not prescribed maintenance of cost records under clause (d) of sub-section (1) of section 209 of the Act for the services of the Company.

(ix)	(a)	Undisputed statutory dues including provident fund, investor education and protection fund, employees’ state insurance, income-tax, sales-tax, wealth-tax, service tax, customs duty, excise duty, cess and other material statutory dues have generally been regularly deposited with the appropriate authorities though there has been a slight delay in a few cases.

	(b)	According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, investor education and protection fund, employees’ state insurance, income-tax, wealth-tax, service tax, sales-tax, customs duty, excise duty cess and other material statutory dues were outstanding, at the year end, for a period of more than six months from the date they became payable.

	(c)	According to the records of the Company, the dues outstanding of income-tax, sales-tax, wealth-tax, service tax, customs duty, excise duty and cess on account of any dispute, are as follows:

	Nature of	Amount ( in	Period to which the	Forum where dispute is	Amount Paid ( in
Name of the statute	the dues	thousands)	amount relates	pending	thousands)
Income Tax Act, 1961	Income tax	261,703	Assessment Year 2002-03	Income Tax Appellate Tribunal	—
Income Tax Act, 1961	Income tax	458,664	Assessment Year 2003-04	Commissioner of Income tax Appeals (Demand Stayed)	66,000
Income Tax Act, 1961	Income tax	630,166	Assessment Year 2004-05	Income Tax Appellate Tribunal	—
Income Tax Act, 1961	Income tax	1,132,950	Assessment Year 2005-06	Commissioner of Income tax Appeals	239,072
Income Tax Act, 1961	Income tax	1,261,827	Assessment Year 2006-07	Income Tax Appellate Tribunal	—
Income Tax Act, 1961	Income tax	1,650,196	Assessment Year 2007-08	Income Tax Appellate Tribunal	—

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(x)		The Company has no accumulated losses at the end of the financial year and it has not incurred cash losses in the current and immediately preceding financial year.

(xi)		The Company did not have any dues to any financial institution, bank or debenture holder during the year.

(xii)		According to the information and explanations given to us and based on the documents and records produced to us, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii)		In our opinion, the Company is not a chit fund or a nidhi / mutual benefit fund / society. Therefore, the provisions of clause 4(xiii) of the Order are not applicable to the Company.

(xiv)		In our opinion, the Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Order are not applicable to the Company.

(xv)		According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from bank or financial institutions.

(xvi)		The Company did not have any term loans outstanding during the year.

(xvii)		According to the information and explanations given to us and on an overall examination of the balance sheet of the Company, we report that no funds raised on short-term basis have been used for long-term investment.

(xviii)		The Company has not made any preferential allotment of shares to parties or companies covered in the register maintained under section 301 of the Act.

(xix)		The Company did not have any outstanding debentures during the year.

(xx)		We have verified the end use of money raised by public issues is as disclosed in the Note 13 of Schedule 18 to the financial statements. The Company has not raised any money by public issue during the year.

(xxi)		We have been informed that the employee of the Company has misappropriated funds amounting to 1.22 lakh during the year under audit. Investigations are concluded and employee was dismissed and now the Company is in process of recovering this amount from the employee.

For S.R. Batliboi & Associates
Firm registration number: 101049W
Chartered Accountants

	per Kalpesh Jain
Mumbai, India	Partner
25 January 2012	Membership No.: 106406

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Balance Sheet as at 31 December 2011

(Amounts in thousands of Indian Rupees)

	Schedules	31 December 2011	31 December 2010
SOURCES OF FUNDS
Shareholders’ funds
Share capital	1	268,988	262,838
Stock options outstanding	2	149,910	242,335
Reserves and surplus	3	33,389,486	29,167,937
		33,808,384	29,673,110
Loan funds
Secured loans	4	12,011	9,773
Deferred tax liability (net) (refer Note 6 of Schedule 18)		121,940	61,770
TOTAL		33,942,335	29,744,653
APPLICATION OF FUNDS
Fixed assets	5
Gross block		11,760,942	11,193,975
Less: Accumulated depreciation and amortisation		6,179,006	5,242,957
Net block		5,581,936	5,951,018
Capital work-in-progress including capital advances		768,086	921,092
		6,350,022	6,872,110
Investments	6	22,564,329	18,350,292
Deferred tax asset (net) (refer Note 6 of Schedule 18)		295,973	—
Current assets, loans and advances
Sundry debtors	7	4,641,531	3,727,779
Cash and bank balances	8	934,583	1,669,793
Unbilled revenue		830,054	724,446
Loans and advances	9	3,242,528	3,106,837
	(A)	9,648,696	9,228,855
Less: Current liabilities and provisions
Current liabilities	10	3,309,616	3,055,729
Provisions	11	1,607,069	1,650,875
	(B)	4,916,685	4,706,604
Net current assets	(A-B)	4,732,011	4,522,251
TOTAL		33,942,335	29,744,653
Notes to Accounts	18

The schedules referred to above and notes to accounts form an integral part of the Balance Sheet.

As per our report of even date

For S.R. Batliboi & Associates		For and on behalf of the Board of Directors of
Firm registration number: 101049W		Patni Computer Systems Limited
Chartered Accountants

per Kalpesh Jain	Phaneesh Murthy	Arun Duggal
Partner	CEO & Managing Director	Director
Membership No.: 106406
	Ananth Nayak	Arun Kanakal
	Principal Finance Officer	Company Secretary

Mumbai, India	Bangalore, India
25 January 2012	25 January 2012

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Profit and Loss Account for the year ended 31 December 2011

(Amounts in thousands of Indian Rupees, except per share data and unless otherwise stated)

	Schedules	31 December 2011				31 December 2010
INCOME
Sales and service income				21,516,661				18,912,725
Other income	12			1,459,574				2,155,013
				22,976,235				21,067,738
EXPENDITURE
Personnel costs	13			12,639,723				9,462,208
Selling, general and administration costs	14			3,270,072				3,487,841
Depreciation and amortization	5			1,097,384				919,056
Transfer from revaluation reserve	3			(81	)			(81	)
Interest costs	15			29,303				43,355
				17,036,401				13,912,379
Profit before tax and before prior period items				5,939,834				7,155,359
Provision for taxes (refer Note 6 of Schedule 18)
Current tax		878,139				1,319,198
MAT credit entitlement		(222,482	)	655,657		(754,755	)	564,443
Deferred tax expenses				248,253				40,451
Profit after tax and before prior period items				5,035,924				6,550,465
Prior period items	16			38,083				—
Profit for the year				4,997,841				6,550,465
Balance brought forward from previous year				16,169,496				19,890,408
Amount available for appropriation				21,167,337				26,440,873
APPROPRIATIONS :
Proposed Dividend on equity shares				—				2,221
Interim Dividend on equity shares				—				8,244,435
Tax on Dividend				—				1,369,675
Transfer to general reserve				—				655,046
Balance carried forward to the balance sheet				21,167,337				16,169,496
Earnings per equity share of 2 each	17
- Basic				37.43				50.35
- Diluted				36.83				48.77
Weighted average number of equity shares used in computing earnings per equity share
- Basic				133,514,624				130,101,442
- Diluted				135,718,629				134,301,067
Notes to Accounts	18

The schedules referred to above and notes to accounts form an integral part of the profit and loss account.

As per our report of even date

For S.R. Batliboi & Associates		For and on behalf of the Board of Directors of
Firm registration number: 101049W		Patni Computer Systems Limited
Chartered Accountants

per Kalpesh Jain	Phaneesh Murthy	Arun Duggal
Partner	CEO & Managing Director	Director
Membership No.: 106406
	Ananth Nayak	Arun Kanakal
	Principal Finance Officer	Company Secretary

Mumbai, India	Bangalore, India
25 January 2012	25 January 2012

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Cash Flow Statement for the year ended 31 December 2011

(Amounts in thousands of Indian Rupees)

	31 December		31 December
	2011		2010
Cash flows from operating activities
Profit before tax and before prior period items	5,939,834		7,155,359
*Adjustments:*
Depreciation and amortisation, net of transfer from revaluation reserve	1,097,304		918,975
Prior period items	(38,083	)	—
Profit on sale of fixed assets, net	(268	)	(488	)
Profit on sale of investments, net	(345,175	)	(251,872	)
Loss on decline in value in current investments	5,689		4,110
Employee stock compensation cost	160,554		235,586
Dividend income	(606,779	)	(509,735	)
Interest income	(15,644	)	(61,536	)
Interest expense	1,035		627
Provision for doubtful debts and advances	38,585		10,697
Deferred loss on settled derivatives	(1,119,811	)	(5,929	)
Unrealised foreign exchange gain	(190,997	)	42,552
Operating cash flows before working capital changes	4,926,244		7,538,346
Increase in sundry debtors	(797,730	)	(365,466	)
Increase in unbilled revenue	(11,723	)	(369,846	)
Increase in loans and advances	(72,964	)	(267,508	)
Increase in deferred revenue	103,423		58,188
(Decrease)/Increase in current liabilities and provisions	(471,942	)	292,556
Cash generated from operations	3,675,308		6,886,270
Income taxes paid	(1,024,708	)	(1,341,767	)
Net cash provided by operating activities (A)	2,650,600		5,544,503
Cash flows from investing activities
Purchase of fixed assets (including capital advance)	(641,068	)	(374,020	)
Proceeds from sale of fixed assets	11,030		22,476
Purchase of investments in mutual fund and others	(41,262,311	)	(83,890,268	)
Investments in Subsidiary Companies	(66,707	)	(999,465	)
Sale of investments in mutual fund and others	37,604,469		89,461,157
Dividend income	606,779		509,735
Interest income	21,398		66,358
Net cash (used) in/provided by investing activities (B)	(3,726,410	)	4,795,973

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Cash Flow Statement (Contd.)

(Amounts in thousands of Indian Rupees)

		31 December		31 December
		2011		2010
Cash flows from financing activities
Proceeds from issue of share capital		287,958		444,872
Dividend paid, including dividend tax		—		(10,068,358	)
Interest paid		(1,035	)	(627	)
Finance lease obligations repaid		(6,798	)	(6,832	)
Net cash provided by/(used) in financing activities (C)		280,125		(9,630,945	)
Effect of exchange differences on cash and cash equivalents held in foreign currency		60,475		(80,194	)
Net (decrease)/increase in cash and cash equivalents during the year (A+B+C)		(795,685	)	709,531
Cash and cash equivalents at the beginning of the year		1,669,793		1,040,456
Cash and cash equivalents at the end of the year, as per Schedule - 8 (refer notes below)		934,583		1,669,793
Notes:
1.	Cash and Bank balance included the following, which are not available for use by the Company:
	- Investor Education and Protection Fund - Unclaimed dividend	2,665		1,955
	- Bank guarantees margin	4,352		3,363
2.	The previous year’s figures have been re-classified/re-grouped to conform to current year’s classification

As per our report of even date

For S.R. Batliboi & Associates	For and on behalf of the Board of Directors of
Firm registration number: 101049W	Patni Computer Systems Limited
Chartered Accountants

per Kalpesh Jain	Phaneesh Murthy	Arun Duggal
Partner	CEO & Managing Director	Director
Membership No.: 106406
	Ananth Nayak	Arun Kanakal
	Principal Finance Officer	Company Secretary

Mumbai, India	Bangalore, India
25 January 2012	25 January 2012

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Schedules to the Financial Statements

(Amounts in thousands of Indian Rupees, except per share data and unless otherwise stated)

Schedule 1: Share capital

	31 December	31 December
	2011	2010
Authorized
250,000,000 (2010: 250,000,000) equity shares of 2 each	500,000	500,000
Issued, Subscribed and paid up
134,494,133 (2010: 131,419,080) equity shares of 2 each fully paid	268,988	262,838
	268,988	262,838

a) Of the above, 110,090,715 (2010: Nil) equity shares of 2 each are held by Pan-Asia iGATE Solutions {75,177,901 (2010: Nil)} and iGATE Global Solutions Limited {14,750,947 (2010: Nil)}, along with iGATE Corporation {20,161,867 (2010: Nil)}, Holding Company.

b) Of the above:

i) 14,500,000 equity shares of 2 each were allotted as fully paid bonus shares in March 1995 by capitalisation of general reserve aggregating 29,000 and

ii) 46,867,500 equity shares of 2 each allotted as fully paid bonus shares in August 2001 by capitalisation of share premium aggregating 93,735 and

iii) 37,140,283 equity shares of 2 each allotted as fully paid bonus shares in August 2003 by capitalisation of share premium aggregating 74,281.

c) Above shares are after reducing

i) Repurchase of 1,650,679 equity shares by utilising the share premium account in December 2002 in persuance of Section 77A of the Companies Act, 1956. In this regard, an amount equivalent to the nominal value of the share capital bought back by the Company aggregating 3,301 has been transferred from general reserve to capital redemption reserve.

ii) Repurchase of 10,957,082 equity shares through the Bombay Stock Exchange and the National Stock Exchange for an aggregate consideration of 2,370,000 being 100% of the amount authorised for buy back. Subsequently, the Company extinguished such equity shares as per the requirements of the Section 77A of the Companies Act, 1956. In this regard an amount equivalent to the nominal value of the share capital bought back by the Company aggregating 21,914 has been transferred from general reserve to capital redemption reserve which can be utilised only for the purpose of issuing fully paid bonus shares of the Company.

d) Refer Note 9 of Schedule 18 for employee stock options exercised during the year.

Schedule 2: Stock options outstanding

	31 December	31 December
	2011	2010
Employee Stock options outstanding	162,836	483,413
Less: Deferred employee compensation outstanding	12,926	241,078
	149,910	242,335

Schedule 3: Reserves and surplus

	31 December		31 December
	2011		2010
Building revaluation reserve
- Balance brought forward	1,110		1,191
- Transfer to profit and loss account	(81	)	(81	)
	1,029		1,110
Capital redemption reserve	275,215		275,215
Securities Premium Account
- Balance brought forward	9,435,016		8,882,651
- Securities premium received on issue of equity shares	281,806		440,286
- Transfer from stock option outstanding	251,253		112,079
	9,968,075		9,435,016

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Schedules to the Financial Statements (Contd.)

(Amounts in thousands of Indian Rupees)

Schedule 3: Reserves and surplus (Contd.)

	31 December		31 December
	2011		2010
Hedging Reserve
- Balance brought forward	47,127		26,007
- Movement during the year (net)	(1,310,995	)	21,120
	(1,263,868	)	47,127
General reserve
- Balance brought forward	3,239,973		2,584,927
- Transfer from Profit and loss account	—		655,046
- Transfer from stock option outstanding	1,725		—
	3,241,698		3,239,973
Profit and loss account, balance carried forward	21,167,337		16,169,496
	33,389,486		29,167,937

Schedule 4 : Secured loans

	31 December	31 December
	2011	2010
Lease obligation in relation to vehicles acquired under finance lease*	12,011	9,773

Finance lease obligations are secured against the vehicles acquired on lease.

* Refer Note 5 of Schedule 18 for amount repayable within one year

Schedule 5 : Fixed assets


						Computers					Total	Total
						and other			Furniture		as at 31	as at 31
	Land	Land		Leasehold	Computer	service	Electrical	Office	and		December	December
	(Freehold)	(Leasehold)	Buildings	improvements	software	equipments	installations	equipments	fixtures	Vehicles	2011	2010
Gross block
As at 1 January 2011	171	844,529	3,639,554	169,938	2,023,910	1,882,057	850,095	864,532	873,539	45,650	11,193,975	10,845,555
Additions(2)	—	98,412	119,952	17,254	220,636	195,829	10,681	40,040	26,360	9,899	739,063	820,123
Deletions	—	—	2,538	—	83,780	29,087	1,786	19,440	6,740	28,725	172,096	471,703
As at 31 December 2011	171	942,941	3,756,968	187,192	2,160,766	2,048,799	858,990	885,132	893,159	26,824	11,760,942	11,193,975
Accumulated depreciation
As at 1 January 2011	—	35,005	406,199	80,826	1,397,568	1,652,404	440,948	645,121	556,211	28,675	5,242,957	4,773,617
Charge for the year	—	9,716	100,331	17,381	301,709	162,882	222,571	108,939	167,561	6,294	1,097,384	919,056
Deletions	—	—	2,536	—	82,566	28,150	1,265	18,613	6,292	21,913	161,335	449,716
As at 31 December 2011	—	44,721	503,994	98,207	1,616,711	1,787,136	662,254	735,447	717,480	13,056	6,179,006	5,242,957
Net block as at 31 December 2011	171	898,220	3,252,974	88,985	544,055	261,663	196,736	149,685	175,679	13,768	5,581,936	5,951,018
Net block as at 31 December 2010	171	809,524	3,233,355	89,112	626,342	229,653	409,147	219,411	317,328	16,975	5,951,018

Note:

(1) Gross block of vehicles as of 31 December 2011 includes assets acquired on lease, (refer Note 5 of Schedule 18).

(2) Addition to fixed assets includes credit on account of refund of service tax of Nil (2010 : 33,105) in building and leasehold improvements and Nil (2010: 7,734) in computer software

(3) Capital work-in-progress [including Capital advance of 317,573 (2010 : 446,291)] is 768,086 (2010 : 921,092)

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Schedules to the Financial Statements (Contd.)

(Amounts in thousands of Indian Rupees)

Schedule 6: Investments

		31 December	31 December
		2011	2010
A.	Long term Investments (At cost)
(i)	In subsidiary companies Trade (Unquoted), fully paid up
	9,350 (2010: 9,350) equity shares fully paid of Patni Americas, Inc. (no par value)	4,605,465	4,605,465
	13,848,617 (2010: 13,848, 617) equity shares of 1 pound each fully paid of Patni Computer Systems (UK) Limited	1,039,809	1,039,809
	6,150,000 (2010: 6,150,000) of Euro Contribution towards Capital of Patni Computer Systems – Gmbh	381,162	381,162
	10,125,237 (2010: 8,245,731) equity shares of 1 SGD each fully paid of Patni (Singapore) PTE Limited	341,560	274,853
	25,808,100 (2010: 25,808,100) equity shares of 1 pesos each fully paid of PCS Computer Systems Mexico SA de CV	93,360	93,360
		6,461,356	6,394,649
(ii)	Other than Trade and Quoted
	NABARD Term Deposit 10%	—	138,006
	Total long term investments (A)	6,461,356	6,532,655
B.	Current Investments (At lower of cost and market value) (Unquoted)*
	Investment in mutual funds (refer Notes 11 and 13 of Schedule 18)	15,646,031	9,385,038
	Other Investments (refer Note 11 of Schedule 18)	456,942	2,432,599
	Total Current Investments (B)	16,102,973	11,817,637
	Grand Total (A) + (B)	22,564,329	18,350,292

*	Net assets value of current investment in mutual funds and in others as on 31 December 2011 16,326,006 (2010: 12,017,711)

Schedule 7: Sundry debtors (Unsecured)

	31 December	31 December
	2011	2010
Debts outstanding for a period exceeding six months
- considered good	177,655	113,915
- considered doubtful	46,266	23,142
	223,921	137,057
Other debts
- considered good	4,463,876	3,613,864
- considered doubtful	567	1,126
	4,464,443	3,614,990
Less: Provision for doubtful debts	46,833	24,268
	4,641,531	3,727,779
Amount due from subsidiaries and companies under same management (refer Note 4 of Schedule 18)	1,260,525	1,402,894

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Schedules to the Financial Statements (Contd.)

(Amounts in thousands of Indian Rupees)

Schedule 8: Cash and bank balances

	31 December	31 December
	2011	2010
Cash on hand	2,829	2,609
Money in transit*	76	411,669
Cheques in hand	— <

Patni Computer Systems LTD 6-K