**Exhibit 12.2**

 

**CHIEF FINANCIAL OFFICER CERTIFICATIONPURSUANT TOSECTION 302 OF THE SARBANES-OXLEY ACT OF 2002**

 

I, Surjeet Singh, certify that:

 

1.     I have reviewed this annual report on Form 20-F of Patni Computer SystemsLimited, hereinafter referred to as the Company, for the year ended December 31,2006;

 

2.     Based on my knowledge, this report does not contain any untrue statement of amaterial fact or omit to state a material fact necessary to make the statementsmade, in light of the circumstances under which such statements were made, notmisleading with respect to the period covered by this report;

 

3.     Based on my knowledge, the financial statements, and other financialinformation included in this report, fairly present in all material respectsthe financial condition, results of operations and cash flows of the Company asof, and for, the periods presented in this report;

 

4.     The Company’s other certifying officer and I are responsible for establishingand maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and15d-15(e)) for the Company and have:

 

(a)   Designed such disclosure controls and procedures, or caused such disclosurecontrols and procedures to be designed under our supervision, to ensure thatmaterial information relating to the Company, including its consolidatedsubsidiaries, is made known to us by others within those entities, particularlyduring the period in which this report is being prepared;

 

(b)   Designed such internal control over financial reporting, or caused suchinternal control over financial reporting to be designed under our supervision,to provide reasonable assurance regarding the reliability of financialreporting and the preparation of financial statements for external purposes inaccordance with generally accepted accounting principles;

 

(c)   Evaluated the effectiveness of the Company’s disclosure controls and proceduresand presented in this report our conclusions about the effectiveness of thedisclosure controls and procedures, as of the end of the period covered by thisreport based on such evaluation; and

 

(d)   Disclosed in this report any change in the Company’s internal control overfinancial reporting that occurred during the period covered by the annualreport that has materially affected, or is reasonably likely to materiallyaffect, the Company’s internal control over financial reporting; and

 

5.     The Company’s other certifying officer and I have disclosed, based on our mostrecent evaluation of internal control over financial reporting, to the Company’sauditors and the Audit Committee of the Company’s board of directors (orpersons performing the equivalents functions):

 

(a)    Allsignificant deficiencies and material weaknesses in the design or operation ofinternal control over financial reporting, which are reasonably likely toadversely affect the Company’s ability to record, process, summarize and reportfinancial information; and

 

(b)    Anyfraud, whether or not material, that involves management or other employees whohave a significant role in the Company’s internal control over financialreporting.

 
| Date: March 04,  2008 |   |
|----------------------------|--------|
|                       |   |
| /s/ Surjeet Singh          |   |
| Surjeet Singh              |   |
| Chief Financial Officer    |   |

 

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