Chennai-based Polaris software lab, preparing for its $150 million American Depository Receipt (ADR) before September 2001, revealed on Tuesday that it has finally called off the agreement with Data Inc. Although Data Inc were open to talks for working out an alternative arrangement of the $ 21 million stock and cash deal, Polaris has refused the new offer saying it would go against shareholders' interest. Polaris has plans for ADR issue by September 2001. “Our internal auditor and global consultant KMPG on its due diligence report have advised us to call off the deal as it was going against the interests of shareholders,” informed the company's chairman Arun Jain in Chennai. Meanwhile, Data Inc President Arun Verma said on Monday, “till now, we have not received any official communication about the termination of the deal with Polaris.” So, the company was open for talks even though a law-suit has been filed at a New Jersey court against Polaris for calling off the deal, as informed by Mr. Verma. But Jain maintained that Polaris had already sent a letter on September 30, communicating that the deal was off. But Jain maintained that Polaris had already sent a letter on September 30, communicating that the deal was off. The original terms of the agreement requires Polaris to pay $15 million in cash, $ five million in stock and one million dollars to the employees of Data Inc. While Data Inc accused Polaris of changing its stance on this (cash and stock) deal, the Polaris chief denied of any change, saying, “We have made no such offer till date.” According to Verma, Polaris wanted to pay $ 2 million in cash instead of the $15 million agreed earlier. According to the KPMG report submitted to Polaris, the cash outflow of $15 million would be reflected in the profit books when the company files application with the Securities Exchange Commission (SEC) in the US for the overseas listing. Data Inc on September 26 announced that it had filed a suit against Polaris for not honoring contract obligations of acquiring the company and reimbursing major expenses carried out by it after the two companies signed an agreement. “If Polaris is not keen on fresh negotiations, we would go ahead with the suit and seek heavy compensation on financial and projected business losses on account of the fall-out of the deal,” said Verma. The compensation would be sought on grounds that Data Inc had revealed confidential information about their business areas mainly in financial, manufacturing and other services. Coincidentally, Polaris also develops Soft wares for banking and financial services. Bureau Report