Edgar Filing: Patni Computer Systems LTD

By Order of the Board

for Patni Computer Systems Limited

Place : Pune

Mr. Phaneesh Murthy

Date : 10 April 2012

CEO & Managing Director

Form 6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN ISSUER

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

the Securities Exchange Act of 1934

For April 10, 2012

PATNI COMPUTER SYSTEMS LIMITED

Akruti Softech Park , MIDC Cross Road No 21,

Andheri (E) , Mumbai - 400 093, India

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

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

Form 20-F x Form 40-F ¨

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

Yes ¨ No x

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


Patni Computer Systems Limited		FAX to SE

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

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

Unaudited financial results of Patni Computer Systems Limited for the three months ended 31 March 2012, as per Indian GAAP (Standalone)


		in Lakhs except share data
	Three months ended							Year ended
	31 March		31 December			31 March		31 December
	2012		2011			2011		2011
	Unaudited		Unaudited			Audited		Audited
Income
Sales and service income		53,514		60,834			51,206		215,167
Other operating income		1,235		786			3,066		5,076

		54,749		61,620			54,272		220,243

Expenditure
Personnel costs		22,206		21,422			27,344		100,793
Outsourced service charges		8,594		17,266			1,296		29,911
Selling, general and administration costs		5,901		8,511			6,151		28,337
Depreciation (net of transfer from revaluation reserves)		2,968		2,915			2,153		10,973

		39,669		50,114			36,944		170,014

Profit from operations before Other Income and Interest		15,080		11,506			17,328		50,229
Other income		3,912		3,825			2,010		9,463

Profit before interest		18,992		15,331			19,338		59,692

Interest costs		93		(69	)		89		293

Profit before prior period items and taxation		18,899		15,400			19,249		59,399

Tax Expenses		3,622		403			1,574		9,040

Profit after tax and before prior period items		15,277		14,997			17,675		50,359

Prior period item		—		—			—		381

Net Profit for the period		15,277		14,997			17,675		49,978
Paid up equity share capital (Face value per equity share of 2 each)		2,714		2,690			2,668		2,690
Reserves excluding revaluation reserves									333,885

Earnings per equity share of 2 each
- Basic		11.28		11.18			13.39		37.43
- Diluted		11.25		11.08			13.07		36.83
Dividend per share (Face value per equity share of 2 each)

Public Shareholding
- Number of Shares		25,630,612		24,403,418			73,316,543		24,403,418
- Percentage of Shareholding		18.88		18.14			54.96		18.14

Promoters and Promoter group Shareholding
a) Pledge/Encumbered
- Number of shares		—		—			—		—
- Percentage of shares (as a % of the total shareholding of promoter group)		—		—			—		—
- Percentage of shares (as a % of the total share capital of the Company)		—		—			—		—
b) Non-encumbered
- Number of shares		110,090,715		110,090,715			60,091,202		110,090,715
- Percentage of shares (as a % of the total shareholding of promoters and promoter group)		100.00		100.00			100.00		100.00
- Percentage of shares (as a % of the total share capital of the Company)		81.12		81.86			45.04		81.86

The above unaudited statement of financial results was reviewed by the Audit Committee and approved by the Board of Directors at its meeting held on 10 April 2012. The figures of Q4 2011 are the balancing figures between audited figures in respect of full financial year and audited published year to date figures upto the third quarter. The statutory auditors have conducted a “Limited Review” of this results in terms of Clause 41 of the Listing Agreement.

2	Investor complaints for the quarter ended 31 March 2012


Pending as on 1 January 2012	Received during the quarter	Disposed of during the quarter	Unresolved at the end of the quarter
—	8	8	—

3	Statement of Utilisation of ADS Funds as of 31 March 2012

No of shares

Price

As of March

2012

2011

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

12,312,500

466

57,393

57,393

Share issue expenses

3,694

3,694

Net proceeds

53,699

53,699

Deployment :

1 Held as short term investments

5,726

9,254

2 Utilised for Capital expenditure for office facilities

47,973

44,445

Total

53,699

53,699


Patni Computer Systems Limited		FAX to SE

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

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

Unaudited financial results of Patni Computer Systems Limited for the three months ended 31 March 2012, as per Indian GAAP (Standalone) (Contd.)

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

On 14 March 2012, Pan-Asia iGATE Solutions (“Acquirer”) along with iGATE Global Solutions Limited (“Promoters”) and iGATE Corporation issued a Public Announcement in four newspapers to the public shareholders of the Company, in respect of the proposed acquisition and delisting of the fully paid-up equity shares of the Company having a face value of LOGO

2/- each (“Shares”) in accordance with Regulation 10 of the Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 (“Delisting Regulations”) (hereinafter, referred to as the “Offer”).

On 10 April 2012, the promoters issued a Public Announcement (“Post Offer Public Announcement”) in four newspapers to the public shareholders of the Company, that the proposed acquisition and delisting of the fully paid-up equity shares of the Company having a face value of LOGO 2/- each (“Shares”) was successful. The Delisting Offer opened on 28 March 2012 and closed on 30 March 2012.

The Acquirer has accepted the discovered price of LOGO 520 per Share (“Final Price”) and the shareholders of the Company who have validly tendered their Shares at or below the Final Price will also be paid the consideration of LOGO 520 per Share. In terms of regulation 15(1) of the SEBI Regulations, the discovered price (i.e., the price at which maximum number of equity shares were tendered by the Public Shareholders) was determined through the book building process using the electronic facility of the BSE, in accordance with the SEBI Regulations is LOGO 520/- (Rupees Five Hundred and Twenty only) per Share. The dispatch of consideration to Shareholders whose shares have been accepted under the Offer will be completed on or before 17 April 2012. Post completion of the Offer, the company will apply to the BSE / NSE to delist the shares in India.

In accordance with the provisions of regulation 21 of the SEBI Regulations, the remaining shareholders of the Company post the delisting will be able to offer their Shares to the Acquirer at the Final Price during the period of one year following the date of delisting of the Shares of the Company from the BSE and NSE (“Exit Offer”). A separate offer letter in this regard will be sent to the shareholders who have either not participated in the Offer or whose Shares have not been accepted under the Offer. Such shareholders may participate in the Exit Offer and will be required to submit the requisite documents to the Registrar to the Offer within the stipulated time as set out in such offer letter.

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


Patni Computer Systems Limited and Subsidiaries		FAX to SE

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

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

Summary of Consolidated financial results of Patni Computer Systems Limited and subsidiaries for the quarter ended 31 March 2012, prepared as per US GAAP

US $ in lakhs except share data


	Three months ended
	31 March 2012			31 December 2011			31 March 2011			16 May 2011 through 31 December 2011			1 January 2011 through 15 May 2011
	(Unaudited)			(Unaudited)			(Unaudited)			(Audited)			(Audited)
	Successor Company			Successor Company			Predecessor Company			Successor Company			Predecessor Company
Net revenues		1,843			1,942			1,903			4,795			2,799
Cost of revenues (exclusive of depreciation and amortization)		1,137			1,174			1,201			3,029			1,797

Gross profit		706			768			702			1,766			1,002

Selling, general and administrative expenses		323			342			364			952			680
Depreciation and amortization		126			113			72			289			110
Foreign exchange (gain) loss, net		(19	)		(4	)		(55	)		32			(92	)

Operating income		276			317			321			493			304

Interest and dividend income		57			38			38			96			48
Interest income (expense)		(2	)		1			(1	)		(4	)		(2	)
Interest expense reversed		—			8			—			8			—
Gain on sale of investments, net		18			25			9			29			11
Other income (expense), net		(5	)		6			1			11			5

Income before income taxes		344			395			368			633			366
Income taxes		107			119			103			160			104

Net Income		237			276			265			473			262

Earnings per share
- Basic	$	0.17		$	0.21		$	0.20		$	0.35		$	0.20
- Diluted	$	0.17		$	0.20		$	0.20		$	0.35		$	0.19
Weighted average number of common shares used in computing earnings per share
- Basic		135,468,357			134,115,493			131,991,860			134,645,493			131,464,575
- Diluted		135,930,895			135,405,670			134,910,508			135,444,474			135,165,637
Total assets		15,489			14,772			9,112			14,772
Cash and cash equivalents		499			423			529			423
Investments		3,534			3,224			3,248			3,224

Notes:

1	The above summary of consolidated unaudited financial results was taken on record by the Board of Directors at its meeting held on 10 April 2012.

On 12 May 2011, the Company was acquired by iGATE Corporation (“iGATE”) through two of its wholly-owned subsidiaries, Pan-Asia iGATE Solutions, (“iGATE Mauritius”), and iGATE Global Solutions Limited (“iGS” and, together with iGATE Mauritius, the “Purchasers”). As of 31 March 2012, iGATE Corporation holds 81.12% of outstanding shares.

4	Certain reclassifications of the amounts and presentation for the three month period ended 31 March 2011 have been made to conform to the presentation adopted for the current period in line with iGATE’s presentation in financial statements.

•

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

•

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


Patni Computer Systems Limited and Subsidiaries		FAX to SE

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

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

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

in lakhs except share data


	Three months ended
	31 March 2012			31 December 2011			31 March 2011			16 May 2011 through 31 December 2011			1 January 2011 through 15 May 2011
	Successor Company			Successor Company			Predecessor Company			Successor Company			Predecessor Company
Exchange Rate ( )		50.89			53.01			44.54			53.01			44.86
Net revenues		93,780			102,954			84,766			254,156			125,555
Cost of revenues (exclusive of depreciation and amortization)		57,867			62,235			53,506			160,552			80,586

Gross profit		35,913			40,719			31,260			93,604			44,969

Selling, general and administrative expenses		16,433			18,141			16,176			50,472			30,513
Depreciation and amortization		6,418			5,994			3,235			15,331			4,922
Foreign exchange (gain) loss, net		(985	)		(204	)		(2,432	)		1,674			(4,111	)

Operating income		14,047			16,788			14,281			26,127			13,645

Interest and dividend income		2,880			2,047			1,701			5,093			2,133
Interest income (expense)		(98	)		59			(47	)		(212	)		(96	)
Interest expense reversed		—			433			—			433			—
Gain on sale of investments, net		920			1,323			424			1,540			473
Other income (expense), net		(255	)		302			47			550			236

Income before income taxes		17,494			20,952			16,406			33,531			16,391
Income taxes		5,431			6,337			4,608			8,447			4,646

Net Income		12,063			14,615			11,798			25,084			11,745

Earnings per share
- Basic		8.90			10.90			8.94			18.63			8.93
- Diluted		8.87			10.79			8.74			18.52			8.69

Total assets		788,241			783,088			405,845			783,088
Cash and cash equivalents		25,375			22,424			23,576			22,424
Investments		179,823			170,879			144,651			170,879

Disclaimer:

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


				By Order of the Board
				for Patni Computer Systems Limited

Pune				Phaneesh Murthy
10 April 2012				CEO & Managing Director


*Financial and Operating Information*
for the quarter ended March 31, 2012

NOTES:

•

Fiscal Year

Patni follows a January – December fiscal year. The current review covers the financial and operating performance of the Company for the quarter ended March 31, 2012.

•

U.S. GAAP

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

•

Percentage analysis

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

•

Convenience translation

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

•

Reclassification

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


	Fact Sheet Summary Index

Ref Number	Description	Page No.
A	US GAAP Financials
A1	Consolidated Statement of Income	8
A2	Consolidated Balance Sheet	9

B	US GAAP Financials Based on Convenience Translation
B1	Consolidated Statement of Income	9
B2	Consolidated Balance Sheet	9

C	Operational and Analytical Information
C1	Revenue Analysis	10
C2	Utilization	10
C3	Employee Metrics	10
C4	Currency Rates	10


*Financial and Operating Information*
for the quarter ended March 31, 2012

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



Particulars	Quarter ended Mar 31 2012 Successor Company			Quarter ended Mar 31 2011 Predecessor Company			YoY change %			Quarter ended Dec 31 2011 Successor Company			QoQ change %
Revenue		184,279			190,314			-3	%		194,216			-5	%
Cost of revenues (exclusive of depreciation and amortization)		113,709			120,130			-5	%		117,402			-3	%

Gross Profit		70,570			70,184			1	%		76,814			-8	%

Selling, general and administrative expenses		32,291			36,318			-11	%		34,221			-6	%
Depreciation & Amortization		12,612			7,263			74	%		11,307			12	%
Foreign exchange Loss (gain), net		(1,935	)		(5,460	)		-65	%		(385	)		403	%

Operating income (loss)		27,602			32,063			-14	%		31,671			-13	%

Other income, net		6,774			4,772			42	%		7,856			-14	%

Income (loss) before income taxes		34,376			36,835			-7	%		39,527			-13	%
Income taxes		10,673			10,347			3	%		11,955			-11	%

Net income/(loss)		23,703			26,488			-11	%		27,572			-14	%


Earnings per share - GAAP
- Basic	$	0.17		$	0.20			-13	%	$	0.21			-15	%
- Diluted	$	0.17		$	0.20			-11	%	$	0.20			-14	%

Weighted average number of common shares used in computing earnings per share
- Basic		135,468,357			131,991,860						134,115,493
- Diluted		135,930,895			134,910,508						135,405,670

NON GAAP Adjustments
Amortization of Intangible assets		2,932			1,580						2,672
Stock Based Compensation		521			2,316						658
Delisting expenses		553			—						268

Total NON GAAP Adjustments		4,006			3,896						3,598


Tax on above		1,244			115						1,088


Non-GAAP Net Income		26,465			30,269			-13	%		30,082			-12	%


Earnings per share - NON GAAP
- Basic	$	0.20		$	0.23			-15	%	$	0.22			-13	%
- Diluted	$	0.19		$	0.22			-13	%	$	0.22			-12	%
NON GAAP Adjustments
Stock Based Compensation		521			2,316						658
Delisting expenses		553			—						268

Total NON GAAP Adjustments		1,074			2,316						926


Non-GAAP EBITDA		39,353			36,182			9	%		43,519			-10	%

Note : On 12 May 2011, the Company was acquired by iGATE Corporation (“iGATE”) through two of its wholly-owned subsidiaries, Pan-Asia iGATE Solutions, (“iGATE Mauritius”), and iGATE Global Solutions Limited (“iGS” and, together with iGATE Mauritius, the “Purchasers”). As of 31 March 2012, iGATE Corporation holds 81.12% of outstanding shares.


*Financial and Operating Information*
for the quarter ended March 31, 2012

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



Particulars	31-Mar-12 (Unaudited) Successor Company		31-Dec-11 (Audited) Successor Company		31-Mar-11 (Unaudited) Predecessor Company
*Assets*
Cash and cash equivalents		49,863		42,301		52,931
Short-term investments		353,356		322,353		324,766
Goodwill		505,104		484,257		69,840
Intangible assets, net		164,176		160,217		31,059
Property and equipment, net		131,916		131,102		136,412
Leashold land		94,046		90,339		23,927
Others		250,451		246,676		272,258
Total assets		1,548,912		1,477,245		911,193
*Liabilities*
Billings in excess of costs and estimated earnings on uncompleted contracts		14,130		18,704		17,573
Accrued expenses		39,296		48,666		54,792
Accounts payable		5,383		5,618		5,271
Others		135,982		140,378		96,970
Total liabilities		194,791		213,366		174,606
Total shareholders’ equity		1,354,121		1,263,879		736,587

Total liabilities & shareholders’ equity		1,548,912		1,477,245		911,193

B1) UNAUDITED CONSOLIDATED STATEMENT OF INCOME (RS. ‘000): BASED ON CONVENIENCE TRANSLATION


For the quarter / period ended
Particulars	Quarter ended Mar 31 2012 Predecessor Company			Quarter ended Mar 31 2011 Predecessor Company			Quarter ended Dec 31 2011 Successor Company
Exchange rate$1 = INR		50.89			44.54			53.01
Revenues		9,377,958			8,476,575			10,295,390
Cost of revenues (exclusive of depreciation and amortization)		5,786,651			5,350,573			6,223,480
Gross Profit		3,591,307			3,126,002			4,071,910
Selling, general and administrative expenses		1,643,289			1,617,595			1,814,055
Depreciation & Amortization		641,825			323,513			599,384
Foreign exchange Loss (gain), net		(98,472	)		(243,171	)		(20,409	)
Operating income (loss)		1,404,665			1,428,065			1,678,880
Other income, net		344,729			212,558			416,447
Income (loss) before income taxes		1,749,394			1,640,623			2,095,327
Income taxes		543,149			460,862			633,735
Net income (loss)		1,206,245			1,179,761			1,461,592
Earnings per share
- Basic		8.90			8.94			10.90
- Diluted		8.87			8.74			10.79
Weighted average number of common shares used in computing earnings per share
- Basic		135,468,357			131,991,860			134,115,493
- Diluted		135,930,895			134,910,508			135,405,670

B2) UNAUDITED CONSOLIDATED BALANCE SHEET USGAAP (RS. ‘000): BASED ON CONVENIENCE TRANSLATION


Particulars	31-Mar-12 (Unaudited) Successor Company		31-Dec-11 (Audited) Successor Company		31-Mar-11 (Unaudited) Predecessor Company
Exchange rate$1 = INR		50.89		53.01		44.54
*Assets*
Cash and cash equivalents		2,537,528		2,242,376		2,357,567
Short-term investments		17,982,287		17,087,933		14,465,071
Goodwill		25,704,743		25,670,464		3,110,693
Intangible assets, net		8,354,917		8,493,103		1,383,351
Property and equipment, net		6,713,205		6,949,717		6,075,805
Leashold land		4,786,001		4,788,870		1,065,710
Others		12,745,429		13,076,294		12,126,312
Total assets		78,824,109		78,308,757		40,584,509
*Liabilities*
Billings in excess of costs and estimated earnings on uncompleted contracts		719,076		991,499		782,702
Accrued expenses		1,999,773		2,579,785		2,440,434
Accounts payable		273,941		297,810		234,763
Others		6,920,101		7,441,438		4,319,018
Total liabilities		9,912,891		11,310,532		7,776,917
Total shareholders’ equity		68,911,218		66,998,225		32,807,592
Total liabilities & shareholders’ equity		78,824,109		78,308,757		40,584,509


*Financial and Operating Information*
for the quarter ended March 31, 2012

C1 ) REVENUE ANALYSIS


Revenue By Geographical Segments	Mar 31 2012			Dec 31 2011			Mar 31 2011
Americas		78.0	%		77.8	%		78.0	%
EMEA		15.0	%		15.2	%		14.6	%
APAC		7.0	%		7.0	%		7.5	%

Total		100.0	%		100.0	%		100.0	%

C2) UTILIZATION


	Mar 31 2012			Dec 31 2011			Mar 31 2011
Utilization		75.6	%		77.2	%		74.3	%

C3) EMPLOYEE METRICS


	Mar 31 2012		Dec 31 2011		Mar 31 2011
Offshore		15,287		14,966		14,926
Onsite		3,328		3,307		3,636
Total Employees		18,615		18,273		18,562

Net Additions		342		420		97

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

C4) RUPEE - CURRENCY RATES AGAINST US DOLLAR


	Mar 31 2012		Dec 31 2011		Mar 31 2011
Rupee
Period end rate		50.87		53.06		44.58
Period average rate		51.20		50.92		45.23
Other Currencies (Average Rate)
AUD		1.05		1.01		1.00
EURO		1.31		1.34		1.37
GBP		1.57		1.57		1.60
YEN		0.01		0.01		0.01

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


	PATNI COMPUTER SYSTEMS LIMITED

Dated: April 10, 2012	By:	/s/ ARUN KANAKAL
		Arun Kanakal
		Company Secretary