will not impair the growth of the Company and also contribute to the overall
enhancement of the shareholder value. No. of No. of Total
Period High Date of shares Low Date of shares Average volume
8. The Shares of the Company are listed on BSE, NSE and Madras Stock Exchange high traded low traded price traded
POLARIS SOFTWARE LAB LIMITED 9. (a) The aggregate shareholding of the Promoters and Persons Acting in Concert
FY 2002 433.25
FY 2003 276.25
Registered Office : Polaris House, 244, Anna Salai, Chennai 600 006. (i.e., other directors and their families) as on the date of the meeting of the Board 276.25 11-Jun-02 3,601,711
of Directors (i.e. April 27, 2005) is 23,927,638 Shares constituting 24.42% of the FY 2004 261.85 8-Jan-04 6,061,660 98.70 22-Jul-03 896,609 152.5346 705,709,993
Tel: 044-2852 4154, Fax: 044-2852 3280, Website: www.polaris.co.in issued and paid-up share capital of the Company. Nov-04 148.05 3-Nov-04 955,777 143.55 25-Nov-04 1,081,251 145.6850 9,672,042
(b) No shares were either purchased or sold by the Promoters during the period of Dec-04 172.20 29-Dec-04 2,174,365 149.75 8-Dec-04 513,279 158.9261 26,529,334
six months preceding the date of the meeting of the Board of Directors at which Jan-05 173.00 3-Jan-05 786,172 129.25 27-Jan-05 1,401,009 145.3789 17,471,327
PUBLIC ANNOUNCEMENT the Buy-back was approved, i.e. April 27, 2005. The company has vide letters Feb-05 137.05 17-Feb-05 1,115,491 128.30 25-Feb-05 702,352 133.3050 11,379,092
Mar-05 131.50 8-Mar-05 616,851 106.55 29-Mar-05 649,215 122.0977 13,928,233
FOR THE ATTENTION OF THE SHAREHOLDERS/BENEFICIAL OWNERS dated April 22, 2005 written to all the Persons Acting in Concert requesting them
Apr-05 118.30 8-Apr-05 1,103,330 92.85 29-Apr-05 1,501,391 111.1250 18,134,572
OF THE EQUITY SHARES OF POLARIS SOFTWARE LAB LIMITED to confirm details of their trades during last six months and has also advised them May-05 99.20 13-May-05 557,871 93.90 2-May-05 582,831 96.2136 5,876,122
not to sell or purchase Shares of the company during the period when buyback
offer is open. However, as per the information available with the company, during (Upto May 16, 2005) (Source :Official website of NSE)
This Public Announcement is made pursuant to the provisions of Regulation 8(1) read the period of six months preceding the date of board meeting i.e., April 27, 2005
(i) the aggregate number of Shares sold by the Persons Acting in Concert (i.e., MSE
with Regulation 15 (c ) of the Securities and Exchange Board of India (Buy Back of
Securities) Regulations, 1998, as amended and contains disclosures as specified in other directors and their families) is 8,000 Shares and (ii) the aggregate number There has been no trading in the equity shares of the Company for the years 2002, 2003, 2004
Schedule II to these Regulations. of equity shares purchased by the Persons Acting in Concert (i.e., other directors and also from November, 2004 up to the date of this public announcement.
and their families) is 900 Shares. 8.3 The Board of Directors of the Company at its meeting held on April 27, 2005 approved
Offer for Buy-back of Equity Shares from Open Market through Stock Exchanges
(c) With reference to (b) above, the maximum sale price was Rs.164.42 per Share on the proposal for the Buy-back. The closing market price of the Shares of the Company
1. THE OFFER AND BUY-BACK PRICE December 21, 2004 and minimum sale price was Rs.155.00 per Share on on April 28, 2005 i.e. the working day immediately after the date of the resolution of the
Polaris Software Lab Limited (“PSLL or the “Company”) hereby announces the Buy- December 3, 2004. The purchase prices were Rs.130.65 per Share on January Board of Directors approving the Buy-back was Rs.97.30 per Share on the BSE and
back (“Buy-back”) of its fully paid-up equity shares of the face value Rs.5/- each 27, 2005 and January 31, 2005. Rs. 95.45 per Share on NSE (Source: Official website of BSE and NSE)
(“Shares”) from the existing owners of Shares from open market through the stock 9. MANAGEMENT DISCUSSIONS AND ANALYSIS ON THE LIKELY IMPACT OF BUY-
10. Promoters of the Company have confirmed that they will not sell their holding
exchanges using the electronic trading facilities of the Stock Exchange, Mumbai (“BSE”) BACK ON THE COMPANY
under the Buy-back as they are prohibited from selling their Shares in terms of
and The National Stock Exchange (“NSE”) in accordance with the provisions of Sections 9.1 The Buy-back is not likely to cause any material impact on the profitability of the
Regulation 15(b) of Buy-back Regulations.
77A, 77AA and 77B of the Companies Act, 1956 ("the Act") and the Securities and company except of a marginal reduction in other income, which Company could
Exchange Board of India (Buy-back of Securities) Regulations, 1998 ("the Buy-back 11. The Company confirms that there are no public deposits or outstanding
debentures or preference shares and that Company has not taken any term loan have otherwise earned if the funds used for Buy-back were deployed in liquid assets.
Regulations") at a price not exceeding Rs.115 per Share (“Maximum Offer Price”)
payable in cash, for an aggregate amount not exceeding Rs.49.00 crores (“Offer Size”). from any financial institutions or banks and there are no defaults subsisting on 9.2 The Share Buy-back program is expected to contribute to the overall enhancement
The Offer Size represents 9.25% of the aggregate of the Company's paid-up equity account of the above. of shareholder value.
capital and free reserves as on March 31, 2005 (date of last audited results) and shall not 12. The debt equity ratio of the Company after the Buy-back will be within the limit of 9.3 Pursuant to Regulation 15(b) of the Buy-back Regulations, the Promoters and Persons
exceed 10% of the total paid-up equity capital and free reserves of the Company at any 2:1 as prescribed under the Companies Act, 1956. Acting in Concert (i.e., other directors and their family) are not entitled to offer Shares
point of time during this Buy-back. held by them under the Buy-back. The holding of the Promoters as a result of the Buy-
13. The Board of Directors confirm:
back would be 25.52% of the total equity capital assuming that the entire amount of
The number of Shares bought back would depend upon the average price paid for the (i) that it has made the necessary and full enquiry into the affairs and prospects of Rs.49.00 crores is utilized for the Buy-back at a price of Rs.115 per share. The Buy-back
Shares bought back and the amount deployed in the Buy-back. As an illustration, at the the Company and has formed the opinion: of Shares will not result in a change in control or otherwise affect the existing
proposed Maximum Offer Price of Rs.115 per Share and for an aggregate amount of (a) that immediately following the date of convening of the Meeting of the management structure.
Rs.49.00 crores deployed, the number of Shares bought back would be 4,260,869 Board of Directors i.e., April 27, 2005 there will be no grounds on which the
Shares which would amount to approximately 4.35% of the paid up equity capital as on 9.4 Consequent to the Buy-back and based on the number of Shares bought back by the
Company could be found unable to pay its debts; and Company from Foreign Institutional Investors, Non-Resident lndians, Indian Financial
March 31, 2005. Should the average purchase price be lower than Rs.115 per Share, the
number of Shares bought back would be more, assuming the deployment of an (b) as regards its prospects for the year immediately following the date of the Institutions/ Banks/ Mutual Funds and Public including other Bodies Corporate, their
aggregate amount of Rs.49.00 crores. Hence, there is no specific minimum or maximum meeting of the Board of Directors i.e. April 27, 2005, that having regard to shareholdings would undergo a consequential change.
number of Shares that the Company proposes to Buy-back. However, this is subject to a its intentions with respect to the management of the Company's business 9.5 As required under the Act, the ratio of the debt owed by the Company would not be
maximum of 25% of the total paid up equity capital of the Company in a financial year as during that year and to the amount and character of the financial resources more than twice the Share Capital and Free Reserves after the Buy-back. The Debt
per the Act. which will, in the view of the Board of Directors, be available to the Equity Ratio as at March 31, 2005 is nil.
Company during that year, the Company will be able to meet its liabilities as
2. AUTHORITY FOR THE OFFER OF BUYBACK 10. OTHER INFORMATION
and when they fall due and will not be rendered insolvent within a period of
Pursuant to Sections 77A, 77AA and 77B and the applicable provisions of the Act, the one year from that date; and Following is an update on material litigations in which the company is involved :
Buy-back Regulations and the Article 2.6 (b) of the Articles of Association of the 10.1 Company has intimated the stock exchanges on August 23, 2004 about the settlement
(ii) that in forming its opinion for the above purposes, the Board of Directors
Company, the present Offer for Buy-back of Equity Shares of the Company from open of its disputes with Bank Artha Graha. Pursuant to the settlement, the parties
have taken into account the liabilities as if the Company were being
market through the stock exchanges has the necessary consents have agreed to take steps to withdraw the police complaint in Indonesia.
wound up under the provisions of the Companies Act, 1956 (including
and has been duly authorised by a resolution passed by the Board of Directors of the 10.2 The company has pending legal action filed by and against its two former employees
prospective and contingent liabilities).
Company (the “Board") at its Meeting held on April 27, 2005 (the “Board Resolution”). and in view of pendency of the case, the company is unable to estimate its
14. The text of the Report dated April 27, 2005 received from Messers. BSR & Co., financial impact.
3. BRIEF INFORMATION ABOUT THE COMPANY Chartered Accountants, the Statutory Auditors of the Company, addressed to the
3.1 Polaris Software Lab Limited (“PSLL or the “Company”) was incorporated in 1993 as Board of Directors is reproduced below: 11. STATUTORY APPROVALS
Private Limited Company in Chennai and was subsequently converted into Public The Board of the Company has approved the Buy-back at its meeting held on April 27,
Limited Company in June 1996. PSLL went in for initial public offering in August 1999 and “In connection with the proposed buy-back of equity shares approved by the
Board of directors of Polaris Software Lab Limited ('the Company') at their meeting 2005 as statutorily required by the Act. The Buy-back of Shares from Non Resident
is listed on NSE, BSE & the Madras Stock Exchange (“MSE”). PSLL enjoys an “A” group shareholders will be subject to approval, if any, of the appropriate authorities including
listing on BSE and is also a part of the Junior Nifty Index. held on April 27, 2005, and based on the information and explanations given to us,
we report as follows: Reserve Bank of India, as applicable. To the best of our knowledge, there are no other
PSLL merged OrbiTech Solutions Ltd., a 93.25% technology subsidiary of the Citigroup, statutory approvals required to implement the Buy-back other than those indicated
with itself in the year 2002 to form a comprehensive IT solutions provider in the global 1. We have inquired into the state of affairs of the company with reference to its
Banking, Financial Services and Insurance (“BFSI”) market. Presently, the PSLL group audited accounts for the year ended March 31, 2005 as adopted by the Board
employs more than 5,800 professional. of directors of the company at its meeting held on April 27, 2005. 12. PROPOSED TIME TABLE
2. The amount of permissible capital payment (including premium) towards Board Meeting approving Buy-back April 27, 2005
PSLL, a CMMi (Capability Maturity Model Integrated) - Level 5 company, is among the
leading providers of comprehensive products and solutions offerings in the BFSI buy-back of equity shares in question, as computed below, has been properly Date of opening of the Buy-back June 1, 2005
domain. PSLL provides quality products and customized information technology (IT) determined in accordance with first proviso to section 77A(2)(b) of the Acceptance of Shares Within 15 days of the relevant payout date
solutions to several multinational clients. PSLL has subsidiary companies in Singapore, Companies Act, 1956: of the Stock Exchanges.
United Kingdom, Germany, Switzerland, Australia, Ireland, Japan, Canada and two in Extinguishment of Shares Within 7 days of acceptance as above.
As on March 31, 2005
India. In addition to providing services to various international clients, the overseas Particulars Amount Last Date for the Buy-back April 26, 2006 (12 months from the date of
subsidiaries are enhancing the capability of the Company in generating more business (Rs. In crores) the Board Resolution) or such earlier date
opportunities in the various international markets. as may be determined by the Board, even
Intellect SuiteTM, a product developed by PSLL, is a modern enterprise platform, Equity share capital 49.01 if the maximum limit of buyback has not been
enabling banking across business streams, geographies and technologies. It is Free reserves 480.91 reached, by giving an appropriate notice for
designed and built with reusable components called GeneS (Generalised Services), such earlier date, if any,
Total 529.92 whichever is earlier from the date of
closely related to the concept of service oriented architecture. There are various GeneS
which are used in different combinations to develop a variety of solutions for retail, Maximum amount permissible for the Buy-back i.e passing of this Board Resolution.
private and corporate banking. Polaris' solutions span the entire breadth of the BFSI 10% of total paid-up equity capital and free reserves 52.99 13. PROCESS AND METHODOLOGY FOR BUY-BACK PROGRAM
industry and are aimed at facilitating its customers' business strategies and helping them 3. The Board of directors at their meeting held on April 27, 2005 have 13.1 The Offer is open to all the shareholders/beneficial owners of the Shares, both
achieve their goals. Polaris' service offerings include application development, re- formed their opinion as specified in clause (x) of Schedule I to the Securities registered and unregistered, except Promoters of the Company and Persons Acting
engineering, maintenance, solution integration, business consulting etc. Its horizontal and Exchange Board of India (Buy-back of Securities) Regulations, 1998 on in Concert (i.e., other directors and their families) as indicated in this Public
offerings include front-end technology, internet technology, customer relationship reasonable grounds and that the company will not, having regard to its state Announcement.
management, mobile technology, data warehousing etc. and vertical offerings include of affairs, be rendered insolvent within a period of one year from the date of 13.2 The Buy-back Regulations permit the Company to effect the Buy-back from open
consumer banking, corporate banking, wealth management, brokerage & securities the aforesaid meeting of the Board of Directors held on April 27, 2005”. market only through the stock exchanges having electronic trading facility.
and insurance. Polaris' customers include large international banks and financial Accordingly, the Company proposes to Buy-back shares on BSE and NSE only.
institutions. 15. The Buy-back is expected to be completed within the statutory validity period
of the resolution dated April 27, 2005 passed by the Board of Directors which at 13.3 For the aforesaid Buy-back, the Company has appointed the following broker through
3.2 The brief audited financial information of the Company for the last three financial years present is twelve months from the date of passing of the said resolution. whom the purchases and settlement on account of the Buy-back would be made as
ended March 31 is detailed below. indicated below :
16. The Board of Directors of the Company accept responsibility for the information JM Morgan Stanley Retail Services Private Limited, Apeejay Business Centre,
Rs. In Crores; except Key Ratios contained in this notice.” Apeejay House, 3 Dinsha Vachha Road, Churchgate, Mumbai 400 020;
Year ended March 31 Tel: +91 22 5504 0404
Particulars 6. PRESENT EQUITY CAPITAL STRUCTURE AND SHAREHOLDING PATTERN
2005 2004 2003 6.1 The Equity Share Capital of the Company as on March 31, 2005 is as follows: 13.4 The Buy-back of Shares will be made only through the order matching mechanism
(Audited) (Audited) (Audited) except "all or none" order matching system
Rs in crores
Revenues 668.97 578.48 396.07 13.5 The Company may from time to time, commencing from June 1, 2005, place "buy"
Authorised Capital orders on the BSE and/or NSE to buy Shares through the abovementioned broker, in
Other Income 16.05 (5.32) 1.79
Total Income 685.02 573.16 397.86 120,000,000 Equity Shares of Rs. 5/- each 60.00 such quantity and at such prices, not exceeding Rs.115/- per Share, as it may deem fit,
Profit before Interest, 10,000,000 11% Preference Shares of Rs. 5/- each 5.00 depending upon the prevailing quotations of the Shares on the Stock Exchanges.
Depreciation and Tax 98.93 113.04 95.40 When the Company has placed an order for Buy-back of Shares, the identity of the
Issued, Subscribed & Paid-up Capital Company as purchaser would be available to the market participants of NSE and BSE.
Profit after Tax 53.43 67.70 54.23
Equity Dividend - % 35.00 35.00 35.00 98,010,272* Equity shares of Rs 5/- each fully paid-up 49.01 13.6 Beneficial owners who desire to sell their Shares under the Buy-back would have to do
– Amount (Rs. Crores) 17.15 17.10 17.04 Of the above, (i) 17,062,550 Equity Shares of Rs.5 each were issued as bonus so through a stock broker who is a member of either BSE or NSE, by indicating to their
Equity Share Capital 49.01 48.85 48.67 shares by capitalisation of securities premium account on August 13, 2001 broker the details of shares they intend to sell whenever the Company has placed a
Reserves & Surplus 480.35 444.91 389.74 (ii) 45,850,549 Equity Shares of Rs.5 each were issued on July 12, 2003 pursuant to a "buy” order for Buy-back of Shares. The trade would be executed at the price at which
Net Worth 529.36 493.76 438.41 the order matches and that price would be the Buy-back price for that seller. It may be
scheme of amalgamation of Orbitech Solutions Limited with the company. Further, on
noted that a uniform price would not be paid to all the offerors under the Buy-back and
Total Debt – – – May 24, 2000, the nominal value of the Equity shares of the company were the same would depend on the price at which the trade with that offeror was executed.
Key Ratios subdivided from Rs.10 per share to Rs.5 per share. The execution of the order, issuance of contract note, delivery of stock to the member
Earnings per share (Rs.) 5.46 6.95 7.72 * Since March 31, 2005, the company has allotted 11,105 shares of Rs.5 each on April 27, and receipt of payment from the member would be carried out in accordance with the
Book Value per Equity Share (Rs.) 54.18 50.54 85.14 2005 to employees of the company pursuant to exercise of stock options under Stock Exchanges and Securities and Exchange Board of India (“SEBI”) requirements.
Debt to Equity Ratio – – – employee stock option schemes. 13.7 The Company is under no obligation to place a “buy” order on a daily basis, nor is
Return on Average Net Worth (%) 2.61 3.63 3.97 6.2 The shareholding pattern of the Company as on March 31, 2005 is as follows: the Company under any obligation to place an order on both the Stock
Exchange(s) and/or on both odd lots as well as normal trading segment of the
4. NECESSITY FOR BUY-BACK Shares/voting rights held Shares/voting rights held Stock Exchange(s),as applicable.
The Buy-back proposal is being mooted in keeping with the Company's desire to Shareholders' Category prior to the Buyback(1) after the Buyback(2) 13.8 The Shares of the Company are traded in the compulsory demat mode under the
maximise returns to investors and enhance overall shareholder value by returning No. of Shares
% No. of Shares %(2) trading codes "POLARIS" at NSE and "532254" at BSE. Shareholders holding Shares in
surplus cash to the shareholders in an investor friendly manner. The Company has physical form can sell their Shares in the odd lot trading segment on BSE, if and when
accumulated free reserves and satisfactory liquidity. (A) (1) Promoters 23,626,314 24.11 23,626,314 25.20 the Company places an order in that segment.
The proposed Buy-back is expected to lead to reduction of outstanding equity shares, (2) Persons Acting in 13.9 Nothing contained herein shall confer any right to any shareholder to offer, or any
which may lead to increase in earnings per share and return on equity of the company in Concert (Other directors obligation on the part of the Company or the Board to Buy-back, any Equity Shares,
future, thereby creating long term shareholder value for the continuing shareholders. and their families) 301,324 0.31 301,324 0.32 and/ or to impair any power of the Company or the Board or the Committee authorized
The proposed Buy-back is also a reflection of the confidence of the management in the Sub-Total 23,927,638 24.42 23,927,638 25.52 by the Board to terminate any process in relation to such Buy-back, if so permissible
future growth prospects of the company. (B) Institutional Investors 30,472,558 31.09 by law.
Financial Institutions, Banks, 14. METHOD OF SETTLEMENT
5. DISCLOSURES CONTAINED IN THE PUBLIC NOTICE ISSUED AFTER THE BOARD
MEETING HELD ON APRIL 27, 2005 Insurance Companies, State Govt. 14.1 The company will pay the consideration to the broker on every settlement date, as
Institutions, Foreign Institutional applicable to the respective Stock Exchanges.
“1. The first proviso to Section 77A(2)(b) of the Companies Act, 1956 (“the Act”) read
Investors and Mutual Funds) 69,821,765 74.48 14.2 The beneficial owners holding Shares in the demat form would be required to transfer
with the Securities and Exchange Board of India (Buy Back of Securities) the number of Shares sold by tendering the delivery instructions to their respective
Regulations, 1998 (“the Buy-Back Regulations”) permits, if authorized by the Board (C) Others (Private Corporate Bodies,
Indian Public, NRIs, OCBs etc. depository participant ("DP") for debiting their beneficiary account maintained with the
of Directors of a company pursuant to a resolution passed at its Board meeting DP and crediting the same to the pool account of the broker through whom the trade
Buy-back of equity shares of a company up to 10% of the paid-up equity share capital Not included in 1 and 2 above) 43,610,076 44.49
Sub Total (B) + (C) 74,082,634 75.58 69,821,765 74.48 was executed. The shareholders holding shares in physical form may present the share
and free reserves. certificates along with valid transfer deeds to their respective brokers through whom the
The Board of Directors of Polaris Software Lab Limited (“PSLL or the “Company”) Total 98,010,272 100.00 93,749,403 100.00 trade was executed.
at its meeting held on April 27, 2005 approved the proposal to Buy-back, from open 14.3 The company has opened a depository account styled "Polaris-Buy-back of Equity
market through the stock exchanges, fully paid-up equity shares of the Company of Notes : (1) This does not include 11,105 shares of Rs.5 each which were allotted on April 27, 2005 to Shares" with JM Morgan Stanley Retail Services Private Limited. The shares bought
the face value of Rs. 5/- each (the “Shares”) to the extent of or less than 10% of paid- employees of the company pursuant to exercise of stock options under employee stock back in the demat form would be transferred into the aforesaid account by the Brokers
up equity capital and free reserves of the Company, however not exceeding 25% of option schemes. on receipt of the Shares from the clearing and settlement mechanism of BSE and NSE.
the paid-up equity share capital of the Company i.e. 24,502,568 Shares, at a price not (2) Assuming that equity shares aggregating to 4,260,869 of Rs.5 are bought back at the Maximum 14.4 The Shares lying in credit in the aforesaid depository account will be periodically
exceeding Rs.115 per Share and the total amount not exceeding Rs.49.00 crores Offer Price of Rs.115 with the Maximum amount permissible for the Buyback of Rs.49 crores. extinguished within 7 days from the date of acceptance of the Shares in the manner
(“the Buy-back”). The aggregate maximum consideration for the Shares to be bought The shareholding, post Buyback, may differ depending upon the actual number of equity shares specified in the Buy-back Regulations. In respect of Shares bought back in the physical
back is 9.25% of the total paid-up equity capital and free reserves of the Company as bought back under the Buyback Offer. form, the Shares would be extinguished and the share certificates physically destroyed
on March 31, 2005 and hence shall not exceed 10% of the total paid-up equity capital within the stipulated days (which currently is 7 days from the date of acceptance) in the
and free reserves of the Company at any point of time during this Buy-back. If all 7. SOURCES OF FUNDS manner specified in the Buy-back Regulations. The details of the shares extinguished
Shares were bought back at a maximum price of Rs.115 per Share the maximum 7.1 The maximum amount, which the Company would require for the purposes of the would be notified to all the stock exchanges on which the equity shares are listed
possible Shares which can be bought back would be 4,260,869 Shares. If the Buy-back, is Rs.49.00 crores. and to the Securities and Exchange Board of India as per the provisions of the
average price of the Buy-back is lower than Rs.115 per Share, the maximum number Buy-back Regulations.
7.2 The Company has favourable liquidity position, which is reflected in the cash and bank
of Shares which can be bought back would be more. Hence there is no specific balances, and other liquid investments of the Company and the same would be utilised 15. COMPLIANCE OFFICER
minimum or maximum number of Shares that the Company proposes to buy-back. for the Buy-back. Apart from these, the Company also generates adequate cashflows Mr. Anubhav Kapoor, Head – Legal & Company Secretary
2. The Article 2.6 (b) of the Articles of Association of the Company permits the Company from its operations. The Company will not borrow funds for the Buy-back. The cost of Polaris Software Lab Limited
to Buy-back its own shares. financing the Buy-back would therefore be a marginal reduction in other income, which Polaris House, 244, Anna Salai, Chennai 600 006. Tel: +91-44-2852 4154
3. The issued and subscribed capital of the Company as at March 31, 2005 is Rs.49.01 Company could have otherwise earned if the funds used for Buy-back were deployed in Fax: +91-44-2852 3280 Email : firstname.lastname@example.org
crores divided into 98,010,272 equity shares of Rs. 5/- each fully paid-up and free liquid assets. 16. INVESTORS SERVICE CENTRE
reserves as on that date amount to Rs.480.91 crores. In case of any queries, the Shareholders may contact at the following address on any
8. LISTING DETAILS AND STOCK MARKET DATA
4. The Buy-back proposal is being mooted in keeping with the Company's desire to working day (except Saturday, Sunday & Public Holidays) between 2 p.m. and 5 p.m. :
8.1 The Shares are listed on the BSE, NSE and MSE.
maximise returns to investors and enhance overall shareholder value by returning Mr. Rakesh Singhania, Vice President - Finance
surplus cash to the shareholders in an investor friendly manner. The Company has 8.2 The high and low market prices for the last three years and the monthly high, low and
Polaris Software Lab Limited
accumulated free reserves and satisfactory liquidity. The proposed buyback is average market prices for six months preceding this Public Announcement and the
‘Foundation', 34 IT Highway, Navalur 603 103.
expected to lead to reduction in outstanding equity shares, which may lead to corresponding volumes on BSE and NSE where the Shares of the Company are more
Tel: +91-44-2852 4154 /+91-4114-235001 Fax: +91-44-2852 3280 / +91-4114-235166
increase in earnings per share and return on equity of the company in future, thereby frequently traded, are as follows :
Email of Investor Relations Manager: email@example.com
creating long term shareholder value for the continuing shareholders. The proposed BSE
Buy-back is also a reflection of the confidence of the management in the future growth 17. MANAGER TO THE BUY-BACK
No. of No. of Total JM Morgan Stanley Private Limited
prospects of the company. Period High Date of shares Low Date of shares Average volume
high traded low traded price traded 141, Maker Chamber III, Nariman Point, Mumbai -400021. Tel: +91-22-5630 3030;
5. The Buy-back is proposed to be implemented by the Company by open market Fax: +91-22- 2202 8224 Email: firstname.lastname@example.org
purchases through the Stock Exchange, Mumbai (“BSE”) and the National Stock FY 2002 434.15 23-May-01 147,553 50.65 21-Sep-01 114,332 196.0842 261,554,046
Exchange of India Limited (“NSE”) using their electronic trading facilities. 18. DIRECTORS' RESPONSIBILITY
FY 2003 276.85 30-May-02 5,772,785 120.30 19-Mar-03 854,266 193.0912 558,793,404
The Company shall not Buy-back its Shares from any person through a negotiated FY 2004 261.60 8-Jan-04 2,391,651 98.55 21-Jul-03 400,349 152.4752 286,990,904
The Board of Directors of the Company accept responsibility for the information
deal whether on or off the Stock Exchanges or through spot transactions or through contained in this public announcement.
Nov-04 148.15 3-Nov-04 330,945 143.60 25-Nov-04 89,638 145.5950 2,272,753
any private arrangement in the implementation of the Buy-back. Dec-04 171.80 29-Dec-04 633,099 149.50 8-Dec-04 155,430 158.7522 7,448,693 For and on behalf of Board of Directors of
6. The maximum amount of Rs.49.00 crores to be invested by the Company for the Jan-05 172.70 3-Jan-05 163,720 129.25 25-Jan-05 199,373 145.2684 4,439,789 Polaris Software Lab Limited
Buy-back will be made out of the securities premium account and /or other free Feb-05 137.05 17-Feb-05 305,202 127.95 25-Feb-05 174,134 133.1625 2,890,938 Sd/- Sd/- Sd/-
reserves of the Company. Mar-05 131.45 8-Mar-05 211,741 106.55 29-Mar-05 174,204 122.0273 3,697,916 Arun Jain Govind Singhal Anubhav Kapoor
7. The maximum price of Rs.115 per Share has been arrived at after taking into Apr-05 118.35 8-Apr-05 306,670 92.8 29-Apr-05 484,620 111.1900 4,578,485 Chairman & Managing Director Executive Director Head – Legal & Company Secretary
consideration factors such as the book value, the market value as well as liquidity of May-05 99.15 13-May-05 222,061 93.90 2-May-05 144,621 96.1045 1,513,118
the Shares on the Stock Exchanges and the possible impact of the Buy-back on the Date : May 17, 2005
(Upto May 16, 2005) (Source :Official website of BSE) Place : Chennai
Company's earnings per share. The maximum Buy-back price as proposed above