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POLARIS SOFTWARE LAB LIMITED PUBLIC ANNOUNCEMENT

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POLARIS SOFTWARE LAB LIMITED PUBLIC ANNOUNCEMENT Powered By Docstoc
					                                                                                                                                                                                                                         NSE
                                                                                                            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
                                                                                                            (“MSE”).
             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
                                                                                                                                                                                                                                            23-May-01
                                                                                                                                                                                                                                            24-May-02
                                                                                                                                                                                                                                                            185,836
                                                                                                                                                                                                                                                          6,164,132
                                                                                                                                                                                                                                                                          50.35
                                                                                                                                                                                                                                                                         120.60
                                                                                                                                                                                                                                                                                   21-Sep-01 256,180
                                                                                                                                                                                                                                                                                   19-Mar-03 2,076,230
                                                                                                                                                                                                                                                                                                            197.3334 351,507,825
                                                                                                                                                                                                                                                                                                            193.1199 1,098,534,949
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
                                                                                                                                                                                                                             above.
     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
                                                                                                                                                                               (1)
                                                                                                                                                                               %        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 : anubhav.kapoor@polaris.co.in
       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: buyback@polaris.co.in
       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: viral.mehta@jmmorganstanley.com
       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

				
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