Polaris proposes to issue 35 lakh new shares and will offload 8.53 lakh shares from promoters' stake, if Securities and Exchange Board of India (Sebi) sticks to the norm of insisting on a minimum 25 per cent of paid-up capital for a listing, he said.

``We requested Sebi to waive this norm as the issue of 35 lakh shares would fetch us enough funds. Anyway, no promoter likes to dilute his stake in a company that has grown at 80 per cent annually over five years,'' Jain said.The company, which has targeted a Rs145-crore turnover in the current fiscal from Rs 84 crore in 1998-99, plans to invest the proceeds from its initial public offering (IPO) developing new infrastructure, he said.

``We are already developing a software centre in Chennai at a cost of Rs 20 crore and another would follow at Noida in Uttar Pradesh soon. By year-end, we propose one more facility at a southern centre,'' Jain said.

Currently the promoters, including chairman and managing director Arun Jain, hold 76 per cent stake with Citibank private equity fund having 18 per cent and the remaining six per cent with an employees' trust called `Konark Trust.'

After the issue to be lead-managed by Kotak Mahindra and Enam Financial, the equity base of the company will increase from the present Rs 13.5 crore to about Rs 16 crore.

The lead managers have also agreed to underwrite the entire issue, which is being planned for July, Jain said.

``But for the Sebi stipulation, we would have preferred a two-phase divestment of stake, which would havemeant more for investors and the company as well,'' Jain said.

Asked about future plans, Jain said Polaris is mulling subsidiaries in Japan and Germany on the lines of its existing ones in the US, the UK and Singapore.

On whether the company proposed acquisitions abroad, he said ``Polaris would prefer to grow organically. Our strength is the strong work culture and to find similar ethics in the market would be very difficult.''