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 April 30, 2008

PATNI COMPUTER SYSTEMS LIMITED

Akruti Softech Park , MIDC Cross Road No 21,
Andheri (E) , Mumbai - 400 093, India

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

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

Form 20-F ý        Form 40-F o

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

Yes o        No ý

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

Registered Office : S-1A Irani Market Compound, Yerawada , Pune - 411 006, India.

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

Summary of Consolidated financial results of Patni Computer Systems Limited and its subsidiaries for the quarter ended 31 March 2008, prepared as per US GAAP

Notes:

1      The above summary of consolidated financial results were taken on record by the Board of Directors at its adjourned meeting held on 30 April 2008.

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

3      The subsidiaries considered in the consolidated financial statements as at 31 March 2008 are wholly owned subsidiaries, namely Patni Americas, Inc., Patni Computer Systems (UK) Ltd., Patni Computer Systems GmbH, Patni Telecom Solutions Inc., Patni Telecom Solutions Private Limited, Patni Telecom Solutions (UK) Limited, Patni Life Sciences Inc., Patni Computer Systems Brasil Ltda. and Patni Computer Systems (Czech) s.r.o.

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

One of the requirements under the Indian Income Tax Rules to proceed with an appeal is to deposit, either immediately or through monthly installments, a sum equivalent to 50% of the amount that is under appeal. Until March 31, 2008, the Company has deposited a sum of Rs 310,280 (US $7,735). Considering the facts and nature of disallowances and based on the advice given by the Company’s legal counsel, management believes that the disallowance is not tenable and management therefore is confident of a favorable outcome in appeal proceedings and hence no provision for such income tax demand is considered necessary.

Subsequently, in February 2008 the Company has received a order from the Commissioner Income Tax (CIT) (Appeals) in favor of the Company by allowing the claim under Section 10A. The Company has received the refund of the taxes paid after adjustment of the new demand for the assessment year 2002-03.

In December 2007, the Company received another demand, of Rs. 261,703 inclusive an interest demand of approximately Rs 139,880 (US $ 6,524 including an interest demand of approximately US $ 3,487)  for the assessment year 2002-03.  The new demand concerns the same issue of disallowance of tax benefits under Section 10A.  In the opinion of management, and based on advice received, the demand is not tenable against the Company and the Company has already filed an appeal with the appellate authority.

Subsequently, in March 2008 the Company has received a order from the CIT (Appeals) in favor of the Company by allowing the claim under Section 10A.The total amount paid till March 2008 of Rs 261,703 (US $ 6,524) is receivable as refund.

5      In February 2008, the Board of Directors the Company approved the proposal to buy back fully paid equity shares to the extent upto 10% of the paid up capital and free reserves, at a maximum price of Rs. 325 per equity share, for an aggregate amount upto Rs. 2,370,000 in accordance with the provisions of Section 77A, 77AA, 77B and other applicable provisions of the Companies Act, 1956 and the provisions of Securities and Exchange Board of India (Buy-back of Securities) Regulations, 1998 (“Buy Back Regulations”), for which necessary public announcements have been made in April 2008.

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

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

Disclaimer:

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

By Order of the Board

for Patni Computer Systems Limited

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Audited consolidated financial results of Patni Computer Systems Limited and its subsidiaries for the quarter ended 31 March 2008, as per Indian GAAP.

Notes:

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

2                  Investor complaints for the quarter ended 31 March 2008:

3                  Statement of Utilisation of ADS Funds as of 31 March 2008

4      Total Public Shareholding*

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

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5                  The subsidiaries considered in the consolidated financial statements as at 31 March 2008 are wholly owned subsidiaries, namely Patni Americas, Inc., Patni Computer Systems (UK) Ltd., Patni Computer Systems GmbH, Patni Telecom Solutions Inc., Patni Telecom Solutions Private Limited, Patni Telecom Solutions (UK) Limited, Patni Life Sciences Inc., Patni Computer Systems Brasil Ltda., and Patni Computer Systems (Czech) s.r.o.

6                  Paid up equity share capital does not include Rs NIL (2007 : Rs 1,815 ) which represents share application money received from employees, on exercise of stock options, pending allotment of shares.

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

One of the requirements under the Indian Income Tax Rules to proceed with an appeal is to deposit, either immediately or through monthly installments, a sum equivalent to 50% of the amount that is under appeal. Until March 31, 2008, the Company has deposited a sum of Rs 310,280. Considering the facts and nature of disallowances and based on the advice given by the Company’s legal counsel, management believes that the disallowance is not tenable and management therefore is confident of a favorable outcome in appeal proceedings and hence no provision for such income tax demand is considered necessary.

Subsequently, in February 2008 the Company has received an order from the Commissioner Income Tax (CIT) (Appeals) in favour of the Company by allowing the claim under Section 10A. The Company has received the refund of the taxes paid after adjustment of the new demand for the assessment year 2002-03.

During 2007, the Company received another demand, of Rs. 261,703 inclusive of interest demand of approximately Rs 139,880  for the assessment year 2002-03. The new demand concerns the same issue of disallowance of tax benefits under Section 10A. In the opinion of management, and based on advice received, the demand is not tenable against the Company and the company has already filed an appeal with the appellate authority.

Subsequently, in March 2008 the Company has received an order from the CIT (Appeals) in favor of the Company by allowing the claim under Section 10A. The total amount paid till March 2008 of Rs 261,703 is receivable as refund.

8                  Pursuant to the ICAI Announcement “ Accounting for Derivatives ” the company has adopted Accounting Standard 30 “ Financial Instruments : Recognition and Measurement ”, from 1 January 2008. Consequent to the adoption of the Standard, the resulting gain of Rs 19,133 has been adjusted to the shareholders’ funds as on 1 January 2008.

9                  In February 2008, the Board of Directors the Company approved the proposal to buy back fully paid equity shares to the extent upto 10% of the paid up capital and free reserves, at a maximum price of Rs. 325 per equity share, for an aggregate amount upto Rs. 2,370,000 in accordance with the provisions of Section 77A, 77AA, 77B and other applicable provisions of the Companies Act, 1956 and the provisions of Securities and Exchange Board of India (Buy-back of Securities) Regulations, 1998 (“Buy Back Regulations”), for which necessary public announcements have been made in April 2008.

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10        Segment Information:

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

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

13    Text of this advertisement was approved by the Board of Directors at the adjourned meeting held on 30 April 2008.

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

Note:

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

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Financial results of Patni Computer Systems Limited for the quarter ended 31 March 2008, as per Indian GAAP (Standalone)

Notes :

1                  The above statement of financial results were reviewed by the Audit Committee and approved by the Board of Directors at its adjourned meeting held on 30 April 2008.

2                  Investor complaints for the quarter ended 31 March 2008:

3      Statement of Utilisation of ADS Funds as of 31 March 2008

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4                  Pursuant to the ICAI Announcement “ Accounting for Derivatives “ the Company has adopted Accounting Standard 30 “ Financial Instruments : Recognition and Measurement”, from 1 January 2008. Consequent to the adoption of the Standard, the resulting gain of Rs 19,133 has been adjusted to the shareholder’s funds as on 1 January 2008.

5      Total Public Shareholding *

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

6                  In February 2008, the Board of Directors of the Company approved the proposal to buy back fully paid equity shares to the extent upto 10% of the paid up capital and free reserves, at a maximum price of Rs. 325 per equity share, for an aggregate amount upto Rs. 2,370,000 in accordance with the provisions of Section 77A, 77AA, 77B and other applicable provisions of the Companies Act, 1956 and the provisions of Securities and Exchange Board of India (Buy-back of Securities) Regulations, 1998 (“Buy Back Regulations”), for which necessary public announcements have been made in April 2008.

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

One of the requirements under the Indian Income Tax Rules to proceed with an appeal is to deposit, either immediately or through monthly installments, a sum equivalent to 50% of the amount that is under appeal. Until March 31, 2008, the Company has deposited a sum of Rs 310,280. Considering the facts and nature of disallowances and based on the advice given by the Company’s legal counsel, management believes that the disallowance is not tenable and management therefore is confident of a favorable outcome in appeal proceedings and hence, no provision for such income tax demand is considered necessary.

Subsequently, in February 2008, the Company has received an order from the Commissioner Income Tax (CIT) (Appeals) in favour of the Company by allowing the claim under Section 10A. The Company has received the refund of the taxes paid after adjustment of the new demand for the assessment year 2002-03.

In December 2007, the Company received another demand, of Rs. 261,703 inclusive of an interest demand of approximately Rs 139,880  for the assessment year 2002-03. The new demand concerns the same issue of disallowance of tax benefits under Section 10A. In the opinion of management, and based on advice received, the demand is not tenable against the Company and the Company has already filed an appeal with the appellate authority.

Subsequently, in March 2008 the Company has received an order from the CIT (Appeals) in favor of the Company by allowing the claim under Section 10A.The total amount paid till March 2008 of Rs 261,703 is receivable as refund.

8                  Paid up equity share capital does not include Rs Nil (2007 : Rs 1,815 ) which represents share application money received from employees, on exercise of stock options, pending allotment of shares.

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

10    Text of this advertisement was approved by the Board of Directors at the adjourned meeting held on 30 April 2008.

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For Press Release

Patni’s Q1 CY2008 Revenues up 13.1% at US$ 176.4 million

Mumbai, India, April 30, 2008: Patni Computer Systems Limited (Patni) today announced its financial results for the first quarter ended 31^st March 2008.

Performance Highlights for the quarter ended March 31, 2008

·      Revenues for the quarter at US$ 176.4 million (Rs. 7,061.2 million)

·      Up 13.1% YoY from US$ 156.0 million (Rs. 6,724.1 million)

·      Up 1.3% sequentially from US$ 174.1 million (Rs. 6,861.9 million)

·      Contribution from top customer at 11.1% for the quarter from 12.5% during the previous quarter

·      New client acquisitions during the quarter were 34 as compared to 37 of previous quarter. Number of active clients was 331 at the quarter end as compared to 318 in Q4 2007

·      Offshore leverage in the current quarter was 70.8% compared to 70.3% in the previous quarter. On YoY basis offshore leverage has increased by 2.4%.

·      Operating Income for the quarter at  US$ 17.3 million (Rs. 693.4 million)

·      Down 42.9% YoY from US$ 30.3 million (Rs. 1,307.8 million)

·      Down 36.0% sequentially from US$ 27.1 (Rs. 1,066.3 million)

·      Net Income for the quarter at US$ 18.1  million (Rs. 724.6 million)

·      Down 35.0% YoY from US$ 27.8 million (Rs. 1,200.3 million)

·      Down 28.4% sequentially from US$ 25.3 million (Rs. 997.2 million)

·      EPS for the quarter at  US$ 0.13 per share (US$ 0.26 per ADS)

·      Stock based expenses in Q1 CY2008 were at US$ 1.1 million compared to US$ 1.3 million in the previous sequential quarter

Future Outlook:

·      Q2 CY2008 revenues are expected to be at US$ 180 to US$ 181 million and net income (excluding the foreign exchange gain/loss) is expected to be in the range of US$ 22.0 to US$ 23.0 million taking the operations at a constant dollar value of Rs 40 per US$ for the quarter.

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Management Comments

Commenting on the quarter, Mr. Narendra K Patni, Chairman and CEO, Patni Computer Systems Ltd., said, “While Revenue and Profits are in line with our guidance we are in a cautious market situation in 2008 with uncertainty and volatility in global markets. We are running our business in lower than normal  visibility. At the same time we find ourselves in good position and remain confident of our prospects on mid to long term basis. We are making all the investments necessary to diversify our business. We have recently appointed Mr.Louis Theodoor (Loek) van den Boog from our Board as Executive director of the company to expand and deepen the management.”

The newly appointed Executive Director Mr. Loek van den Boog, said, “We are committed to build Patni to a next generation services company with adequate differentiation and Business Solutions oriented focus leveraging the global delivery model. We are confident of our abilities to transform the business with mix of internal and market based measures to enhance overall shareholder value with profitable and sustainable growth.”

Commenting on the performance, Mr. Mrinal Sattawala, Chief Operating Officer, Patni, said, “During the current quarter our revenue base has been diversified further resulting in reduced dependence on top 10 accounts. For the quarter under review we have added 34 new clients bringing our tally of active clients to 331.Going forward we expect to leverage our operating efficiencies significantly to grow profitability.”

Speaking on the occasion, Mr. Surjeet Singh, Chief Financial Officer, Patni, said, “We continue to take steps in rationalization of internal operations to manage costs, and invest in our business to increase our services and market foot prints. We are actively looking for strategic acquisitions and shall invest in the business on all dimensions. We are seeking these acquisitions in BPO, Enterprise applications and consulting specifically in UK and Continental Europe and are expanding geographically to enhance our presence in the region. Similarly Product Engineering business is an area of identified investments organically and inorganically.”

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Corporate Developments

·      Executive Director Appointment

·      Mr. Louis Theodoor (Loek) van den Boog appointed as Executive Director of the Company with a view to strengthen the management team.

·      Business Leadership Appointments in Europe

·      Peer Gribbohm, Senior Vice-President, Strategic Market Development - responsible for the development of Patni’s business across Europe.

·      Derek Kemp, Senior Vice-President, - responsible for driving growth in the Communications, Media, and Entertainment sector within Europe.

·      Awards

·      Patni Won Prestigious NASSCOM Award for the “100 IT Innovators” for 2007.

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

UNAUDITED CONSOLIDATED STATEMENT OF INCOME

For the quarter / period ended

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Financial Statements Analysis:

Revenues

Revenues during the quarter were marginally ahead of guidance at US$ 176.4 million (Rs.7,061.2 million), representing a sequential increase of 1.3% and 13.1% increase on YoY basis in US dollar terms. In line with our expectation share of Europe and Middle East business has increased to 17.6% from 15.9% YoY while Asia Pacific share has grown to 5.8% from 4.3% YoY.

Gross Margin

Gross Margins were at 28.7% or US$ 50.6 million (Rs.2,024.7 million) against 30.5% or US$ 53.1 million (Rs.2,092.5 million) in the previous quarter.

·      Overall movement in Gross Margins was due to

·      Increased immigration cost on account of US H1B filings impacting (-)1.3%.

·      Drop in utilization net of other operating cost levers impacting (-)0.5%.

·      Depreciation and amortization expenses in CGS were US$ 5.4 million against US$ 5.0 million in Q4 2007 and US$ 4.1 million in Q1 2007.

Selling General and Administrative Expenses (SGA Expenses)

·      Sales and marketing expenses during the quarter were at US$ 12.3 million (Rs. 494.1 million) at 7.0% as compared to US$ 11.8 million (Rs. 463.1 million) at 6.7% in previous quarter.

·      G&A expenses during the quarter were at US$ 18.7 million (Rs.748.7 million) at 10.6% as compared to US$ 18.8 million (Rs.739.8 million) at 10.8% in previous quarter.

·      Overall Depreciation and Amortization expenses in SGA were US$ 2 million for the quarter as against US$ 1.8 million in Q4 2007.

Foreign exchange gain/loss

The revaluation and mark to market foreign exchange loss for the quarter US$ 2.2 million (Rs. 89.0 million) as compared to forex exchange gain of US$ 4.7 million (Rs.185.0 million) in previous quarter.

The quarter end rate for debtor’s revaluation was Rs. 40.11.Outstanding contracts at the end of Q108 were about US$ 337.5 million contracted in the range of Rs.39.77 to Rs.43.50.

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Other Income

For Q1 CY2008, other income (including interest and dividend income net of interest expenses, profit/loss on sale of investments and other miscellaneous income) stood at 2.1% or US$ 3.7 million (Rs.148.4 million ) compared to 1.6% or US$ 2.8 million (Rs. 109.9 million) in previous quarter.

Profit before Tax

PBT was down 29.5% sequentially at US$ 21.0 million (Rs. 841.8 million) against US$ 29.8 million (Rs.1,176.2 million) in previous quarter due to changes in gross margin and foreign exchange gain / loss.

Income Taxes

Income tax for the quarter was at US$ 2.9 million (Rs. 117.2 million) at an effective tax rate of 14%. Overall normalized effective tax rate is in the range of 15.5%-16%.

Net Income

Consequently, net income for the quarter at 10.3% was US$ 18.1 million (Rs.724.6 million) against US$ 25.3 million (Rs.997.2 million) at 14.5% in previous quarter.

Balance Sheet and Cash Flow changes

During the quarter, against net income of US$ 18.1 million (Rs.724.6 million), cash from operating activities was at US$ 16.0 million (Rs. 640.0 million) net of changes in current assets and liabilities of US$ 8.5 million and non cash charges of US$ 6.4 million. These non cash charges comprise of depreciation and amortization of US$ 7.4 million ,and other charges including stock option cost of US$(-) 1.0 million.

Net cash from investing activities was US$ 8.3 million (Rs.333.8 million) including capital expenditure of US$ 16.5 million (Rs.660.1 million), net proceeds from sale of investments of US$ 8.2 million (Rs.326.3 million).

Net Cash inflow on financing activities was US$ 0.1 million (Rs.4.4 million) comprising proceeds from common shares issued of 0.2 million (Rs.7.4 million). Over all cash and cash equivalents (including short terms investments) were at US$ 326.1 million (Rs.13,050.7 million),compared to US$ 330.4 million (Rs.13,019.2 million) at close of  Q4 2007.

Receivables at the end of Q1 2008 were at US$ 136.8 million as compared to US$ 136.4 million at the end of Q4 2007. Days outstanding for the current quarter were 72 days as compared to 73 days in Q4 2007.

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Figures in Million INR except EPS and Share Data

CONSOLIDATED STATEMENT OF INCOME : BASED ON CONVENIENCE TRANSLATION

For the quarter / period ended