REPORT ON INITIAL PUBLIC OFFER (IPO)

SUBMITTED TO: SUBMITTED BY:MR.ANIL GHAI (AGM) KISHORE YEOLEKAR MINHAJ SHER KHAN

In this report you can understand/cover the following main points: To understand what is an IPO. To understand why company go for public. To understand the different types of issues. To understand the initial eligibility criteria for IPO. To understand the intermediaries involves in the IPO process. To understand the various initial IPO process.

Chapter-1This chapter gives an idea about the IPO and company raises money to fund their activities. OVERVIEW ABOUT IPOTheIPO CompaniesIn India Are Growing Every Year. Several Companies Are Launching IPO For Raising Money To Fund Their Growth Plans. The Past Few Years Have Witnessed The Growth In The IPO Companies In India. The Main Purpose Of The Initial Public Offering (IPO) Is To Launch The Issue Of Equity Shares To The Public At A Fixed Price Band. With The Rapid Economic Growth Of The Country And Several Changes In The Policy Structure, The Capital Market Was Completely Transformed.The IPO Has Helped The Companies To Churn Out Money And Utilize It In Developmental Projects And Ventures Such Infrastructure Based Projects, Output Expansion Programs, Acquisitions And Mergers, Etc.The Central Government Agency, Which Regulates The IPO Companies,The Securities Exchange Board Of India (SEBI).WHAT IS AN IPOAn Initial Public Offering, Or IPO, Is The First Sale Of Stock By A Company To The Public. A Company Can Rise Money By Issuing EitherDebtOrEquity. If The Company Has Never Issued Equity To The Public, It's Known As An IPO. Companies fall into Two Broad Categories:--PrivateandPublic.

A Privately Held Company Has FewerShareholdersAnd Its Owners Don't Have To Disclose Much Information About The Company. Anybody Can Go Out And Incorporate A Company: Just Put In Some Money, File The Right Legal Documents And Follow The Reporting Rules Of Your Jurisdiction. Most Small Businesses Are Privately Held But large companies can be private tooit usually isn't possible to buy shares in a private company. You can approach the owners about investing, but they're not obligated to sell you anything. Public companies, on the other hand, have sold at least a portion of themselves to the public and trade on astock exchange. This is why doing an IPO is also referred to as "going public."Public companies have thousands of shareholders and are subject to strict rules and regulations. They must have aboard of directorsand they must report financial information every quarter. In the United States, public companies report to theSecurities and Exchange Commission(SEC). In other countries, public companies are overseen by governing bodies similar to the SEC. From an investor's standpoint, the most exciting thing about a public company is that the stock is traded in the open market, like any other commodity. If you have the cash, you can invest. The CEO could hate your guts, but there's nothing he or she could do to stop you from buying stock.

Chapter-2

WHY COMPANY GO FOR PUBLIC

After reading about IPO, now you should be able to understand why companies go for public

The increase in the capital:An IPO allows a company to raise funds for utilizing in various corporate operational purposes likeacquisitions, mergers, working capital, research and development, expanding plant andequipment and marketing. Liquidity:The shares once traded have an assigned market value and can be resold. Thisis extremely helpful as the companyprovides the employees with stock incentive packages and the investors are provided with the option of trading their shares for a price. Valuation:The public trading of the shares determines a value for the company and sets a standard. This works in favour of the company as it is helpful in case the company is looking for acquisition or merger. It also provides the share holders of the company with the present value of the shares. Increased wealth:The founders of the companies have an affinity towards IPO as it can increase the wealth of the company, without dividing the authority as in case ofpartnership.

MAJOR IPOS IN INDIA

Chapter-3ELIGIBILITY CRITERIA FOR IPOAfter reading the above chapter, you should be able to understand, what the eligibility criteria of companies for issuing IPO in case of large cap company and small cap company or both.

The following eligibility criteria have been prescribed for the companies seeking permission to get listed on the stock exchange.The companies are classified into two categories: Large Cap and Small Cap. A company is treated as a large cap company if the issue size is greater than or equal to Rs 10 crore and Market capitalization of not less than Rs 25 crore.A) In case of Large Cap Companies The minimum post-issue paid-up capital of the applicant company shall be Rs. 3 crore. The minimum issue size shall be Rs. 10 crore; and The minimum market capitalization of the Company shall be Rs. 25 crore (market capitalization shall be calculated by multiplying the post-issue paid-up number of equity shares with the issue price).

Authorized capital is the amount for which a company has got the authorization from the regulatory body to raise through the issue. A company may or may not want to raise the full amount of authorized capital. Issue size is the amount that a company wants to raise funds through the issue. Its always less than or equal to authorized capital.Part payment facility may be available for the investors who want to subscribe to an issue. Post-issue paid-up capital is the value of subscriptions (including promoters holding) paid at the end of issue date. This will be less than issue size if the total subscriptions are less than the offered shares or when there is part payment facility available for the issue.Market capitalization is the product of number of shares outstanding (including promoters holding) and the market price. In an IPO before the first day of listing the market price is the issue price.

B)In respect of Small Cap Companies The minimum post-issue paid-up capital of the Company shall be Rs. 3 crore The minimum issue size shall be Rs. 3 crore The minimum market capitalization of the Company shall be Rs. 5 crore (market capitalization shall be calculated by multiplying the post-issue paid-up number of equity shares with the issue price) The minimum income/turnover of the Company shall be Rs. 3 crore in each of the preceding three 12-months period The minimum number of public shareholders after the issue shall be 1000. A due diligence study may be conducted by an independent team of Chartered Accountants or Merchant Bankers (Investment Bankers) appointed by BSE, the cost of which will be borne by the company. The requirement of a due diligence study may be waived if a financial institution or a scheduled commercial bank has appraised the project in the preceding 12 months.In addition to this, the issuer company should have a post issue net worth (equity capital + free reserves excluding revaluation reserve) of Rs 20 crore.

c)For all companies In respect of the requirement of paid-up capital and market capitalization, the issuers shall be required to include in the disclaimer clause forming a part of the offer document that in the event of the market capitalization (product of issue price and the post issue number of shares) requirement of BSE not being met, the securities of the issuer would not be listed on BSE. The applicant, promoters and/or group companies, shall not be in default in compliance of the listing agreement. The above eligibility criteria would be in addition to the conditions prescribed under SEBI (Disclosure and Investor Protection) Guidelines, 2000.

D) Minimum Public Shareholding

If the issuers post issue market capitalization is more than Rs 4000 crore then issuers can consider an IPO size of 10% of post issue capital Every listed company should maintain public shareholding of at least 25%. Issuers diluting less than 25% via the IPO are required to comply with minimum public shareholding of 25% within three years of the rate of the IPO listing. Under the listing agreement, compliance with the minimum public shareholding can be carried out via an offer for sale through stock exchange mechanism, an institutional placement program or a follow on public offerings. However, if issuers post market issue market capitalization is less than Rs 4000 crore, then IPO size of at least 25% of post issue capital is required. PSUs are required to maintain minimum public shareholding of 10% instead of 25% required by other companies.

Chapter-4INTERMEDIARIES INVOLVE IN IPO PROCESSAfter reading the above chapter, you should be able to understand, what are the intermediaries involve in IPO process.

INTERMIDIARIES IN IPO PROCESSROLE

BOOK RUNNING LEAD MANAGERS (BRLM'S) OVERALL ISSUE MANAGEMENT MARKETING, PRICING, CO-ORDINATION EXECUTION, FILLINGS WITH THE SEBI

DOMESTIC LEGAL COUNSEIS (FOR UNDERWRITER + ISSUER) ADVERTISING ON STRUCTURE, DUE DILIGENCE, DOCUMENTATION/DRAFTING, REVIEWING AGREEMENT BETWEEN ISSUER,BRLM'S AND OTHER INTERMEDIARIES, PROVIDING LEGAL OPINION

INTERNATIONAL LEGAL COUNSEL DUE DILIGENCE, NEGOTIATION OF COMFORT LETTERS WITH AUDITORS, DRAFTING OF SPECIFIC SECTION(INDUSTRY, BUSINESS, RISK FACTORS, MD&A), DRAFTING INTERNATIONAL WRAP AND PROVIDING LEGAL OPINIONS, ADVICE ON COMPLIANCE WITH INTERNATIONAL REGULATIONS, PUBLICITY AND ROADSHOWS PROCESS, SELLING RESTRICTION, RESEARCH GUIDLINES, PFIC/ INVESTMENT COMPANY ACT

AUDITORS REVIEW OF FINANCIAL STATEMENTS, COMFORT LETTERS

REGISTRAR COLLECTION OF ISSUE SUBSRIPTION DETAIL, RECONCILIATION, ALLOTMENT, SHAREHOLDER REFUNDS, LIAISON-DESPATCH, HANDLING QUERIES AND REQUESTS ETC.

MONITORING AGENCY REPORTING ON USAGE OF PROCEEDS FOR ANY ISSUE AABOVE RS.500 CRORE

ESCROW BANK COLLECTION AND REFUND AIDING IN THE COLLECTION OF BIDS

SYNDICATE BANK AIDING IN THE COLLECTION OF BIDS

IPO GRADING AGENCY ASSIGNING A RATING FOR THE ISSUE

ADVERTISING/ PR AGENCY STATUTORY AND ANOTHER ADVERTISEMENTS, MONITORING PUBLICITY IN ACCORDANCE WITH THE ICDR

PRINTER PRITING OF OFFER DOCUMENTS, FORMS ETC.,

Chapter-5TYPES OF ISSUESAfter reading the above chapter, you should be able to understand what are the issues raises to the public in the primary market.Corporate may raise capital in the primary market by way of an initial public offer, rights issue or private placement. An Initial Public Offer (IPO) is the selling of securities to the public in the primary market. This Initial Public Offering can be made through the fixed price method, book building method or a combination of both. FIXED PRICE ISSUESPrice at which the securities are offered and would be allotted is made known in advance to the investors. Demand for the securities offered is known only after the closure of the issue. 100 % advance payment is required to be made by the investors at the time of application. 50 % of the shares offered are reserved for applications below Rs. 1 lakh and the balance for higher amount applications.

BOOK BUILDING ISSUES

A 20 % price band is offered by the issuer within which investors are allowed to bid and the final price is determined by the issuer only after closure of the bidding. Demand for the securities offered, and at various prices, is available on a real time basis on the BSE website during the bidding period. 10 % advance payment is required to be made by the QIBs along with the application, while other categories of investors have to pay 100 % advance along with the application. 50 % of shares offered are reserved for QIBS, 35 % for small investors and the balance for all other investors.

Chapter-6PREPARING A COMPANY FOR AN IPO

After reading the above chapter, you should be able to understand how companies preparing for an IPO and what are the crucial mediators in the IPO process.

Appointment of UnderwriterThe Underwriter Is Appointed Who Commit To Shoulder The Liability And Subscribe To The Shortfall In Case The Issue Is Under-Subscribed. For This Commitment They Are Entitled To A Maximum Commission Of 2.5 % On The Amount Underwritten.

Appointment of RegistrarsRegistrars Process The Application Forms, Tabulate The Amounts Collected during The Issue And Initiate The Allotment Procedures. Appointment Of The Brokers To The Issue Recognized Members Of The Stock Exchanges Are Appointed As Brokers To The Issue For Marketing The Issue. They Are Eligible For A Maximum Brokerage Of 1.5%.

Appointment Of LawyersLawyers Are Appointed By Company To Ensure That All The Agreements They Enter Are As Per The Rules And Regulation.

Draft ProspectusA Draft Prospectus Is Prepared Giving Out Details Of The Company, Promoters Background, Management, Terms Of The Issue, Project Details, Modes Of Financing, Past Financial Performance, Projected Profitability And Others, The Lead Manager Has To Verify And Certify The Facts Stated In The Draft Prospectus And Ensure That The Company Is Not Making Any False Claims. Which Is To Be Filed With SEBI 21 Days before IPO, SEBI Gives Its Observation And Recommends Necessary Changes.

Chapter-7

Going forward from this chapter, you can understand the initial filling of prospectus, statutory announcement, process of applications, allotments of shares and how the issues are listed in the stock exchanges.

FILING OF PROSPECTUS WITH THE REGISTRAR OF COMPANIES

The Prospectus Along With The Copies Of The Agreements Entered Into With The Lead Manager, Underwriters, Bankers, Registrars And Brokers To The Issue Is Filed With The Registrar Of Companies Of The State Where The Registered Office Of The Company Is Located. Printing and Dispatch Of Application Forms: The Prospectus And Application Forms Are Printed And Dispatched To All The Merchant Bankers, Underwriters, And Brokers To The Issue. Filing Of the Initial Listing Application:A Letter Is Sent To The Stock Exchanges Where The Issue Is Proposed To Be Listed Giving The Details And Stating The Intent; Of Getting The Shares Listed On The Exchange. The Initial Listing Application Has To Be Sent With A Fee Of Rs. 7,500/-. Statutory Announcement:An Abridged Version Of The Prospectus And; The Issue Start And Close Dates Are Published In Major English; Dailies And Vernacular Newspapers. Processing Of Applications:After The Close Of The Public Issue All The Application Forms Are Scrutinized, Tabulated And Then Shares Are Allotted Against These Application Establishing The Liability Of The Underwriter: In Case The Issue Is Not Fully Subscribed To, Then The Liability For The Subscription Falls On The Underwriters Who Have To Subscribe To The Shortfall. Allotment Of SharesThe Registrar Finalizes The List Of Eligible Allottees After Deleting The Invalid Applications And Ensures That The Corporate Action For Crediting Of Shares To The Demat Accounts Of The Applicants Is Done And The Dispatch Of Refund Orders To Those Applicable Are Sent. The Lead Manager Coordinates With The Registrar To Ensure Follow Up So That That The Flow Of Applications From Collecting Bank Branches, Processing Of The Applications And Other Matters Till The Basis Of Allotment Is Finalized.

LISTING OF THE ISSUEThe shares after having been allotted have to be listed compulsorily on the l stock exchange and optionally at the other stock exchanges.Escrow Account: An escrow account is a designated account, the funds in which can be utilized only for a specified purpose. In other words, the bankers to the issue keep the funds in the escrow account on behalf of the bidders. These funds are not available to the company till the issue is completed and allocation is made.Category of bidders Retail Individual Investor : means an investor who applies or bids for securities of or for face value of not more than Rs 50,000/- Non-Qualified Institutional Buyer: Any investor who bids for an amount above Rs 50,000 and does not fall in the QIB category. Qualified Institutional Buyer: Qualified Institutional Buyer(QIB) shall mean: a. public financial institution as defined in section 4A of the Companies Act, 1956; b. scheduled commercial banks; c. mutual funds; d. foreign institutional investor registered with SEBI; Contd. QIBs-categoryQIBs-category E: multilateral and bilateral development financial institutions.QIBs-category F: venture capital funds registered with SEBI.QIBs-category G: foreign Venture capital investors registered with SEBI. State Industrial Development Corporations.QIBs-category I: insurance Companies registered with the Insurance Regulatory and Development Authority.QIBs-category J: provident Funds with minimum corpus of Rs. 25 crore.QIBs-category K: pension Funds with minimum corpus of Rs. 25 crore.

Chapter-8After reading the significant part of IPO, now you can understand the final important steps of an IPO.IPO PROCESS Timeline and bid period Determination of price band Book building process Determination of issue price Allocation to classes of investors Withdrawal of issue Allocation, allotment & settlement

NSEThe National Stock Exchange (NSE) is India's leading stock exchange covering various cities and towns across the country. NSE was set up by leading institutions to provide a modern, fully automated screen-based trading system with national reach. The Exchange has brought about unparalleled transparency, speed & efficiency, safety and market integrity. It has set up facilities that serve as a model for the securities industry in terms of systems, practices and procedures.NSE has played a catalytic role in reforming the Indian securities market in terms of microstructure, market practices and trading volumes. The market today uses state-of-art information technology to provide an efficient and transparent trading, clearing and settlement mechanism, and has witnessed several innovations in products & services viz. demutualisation of stock exchange governance, screen based trading, compression of settlement cycles, dematerialisation and electronic transfer of securities, securities lending and borrowing, professionalisation of trading members, fine-tuned risk management systems, emergence of clearing corporations to assume counterparty risks, market of debt and derivative instruments and intensive use of information technology.Our Products

EquitiesThe securities market has two interdependent and inseparable segments, the new issues (primary) market and the stock (secondary) market. The primary market provides the channel for creation and sale of new securities, while the secondary market deals in securities previously issued. The Stock market or Equities market is where listed securities are traded in the secondary market. Currently more than 1300 securities are available for trading on the Exchange.

IndicesA stock market index is a measure of the relative value of a group of stocks in numerical terms. As the stocks within an index change value, the index value changes. An index is important to measure the performance of investments against a relevant market index.

Mutual funds

Security Lending and Borrowing Scheme (SLBS)

Short Selling means selling of a stock that the seller does not own at the time of trade. Short selling can be done by borrowing the stock through Clearing Corporation/Clearing House of a stock exchange which is registered as Approved Intermediaries (AIs). Short selling can be done by retail as well as institutional investors. The Securities Lending and Borrowing mechanism allows short sellers to borrow securities for making delivery. Equity derivativeEquity derivativeis a class of derivatives whose value is at least partly derived from one or more underlying equity securities. Options and futures are by far the most common equity derivatives. This section provides you with an insight into the daily activities of the equity derivatives market segment on NSE. 2 major products under Equity derivatives are Futures and Options, which are available on Indices and Stocks. Retail debt marketNSE has introduced a trading facility through which retail investors can buy and sell government securities from different locations in the country through registered NSE brokers and their sub brokers in the same manner as they have been buying and selling equities. This market is known as "Retail Debt Market" of NSE. Wholesale Debt MarketThe Wholesale Debt Market segment deals in fixed income securities and is fast gaining ground in an environment that has largely focussed on equities. The segment commenced operations on June 30, 1994. This provided the first formal screen based trading facility for the debt market in the country.

CAPITAL MARKET (EQUITIES) SEGMENT

1Settlement Guarantee Fund31-MAR-20115,100.35 crores

2Investor Protection Fund28-FEB-2011311.04 crores

3Number of securities available for trading31-JAN-20123,041

4Record number of trades19-MAY-20091,12,60,392

5Record daily turnover (quantity)19-MAY-200919,225.95 lakhs

6Record daily turnover (value)19-MAY-200940,151.91 crores

7Record market capitalisation05-NOV-201075,60,607 crores

8Record value of S&P CNX Nifty Index08-JAN-20086,357.10

9Record value of CNX Nifty Junior Index04-JAN-200813,209.35

CLEARING & SETTLEMENT

1Record Pay-in/Pay-out (Rolling Settlement):

Funds Pay-in/Pay-out (N2007200)23-OCT-2007*4,567.70 crores

Securities Pay-in/Pay-out (Value) (N2009088)21-MAY-2009*9,523.33 crores

Securities Pay-in/Pay-out (Quantity) (N2009088)21-MAY-2009*4,385.75 lakhs

*Settlement Date

DERIVATIVES (F&O) SEGMENT

1Settlement Guarantee Fund31-MAR-201129,759.79 crores

2Investor Protection Fund28-FEB-201157.18 crores

3Record daily turnover (value)24-FEB-20112,77,277.49 crores

4Record number of trades24-FEB-201130,29,676

CURRENCY DERIVATIVES SEGMENT

1Record daily turnover (value)24-SEP-201022,124.90 crores

2Record number of trades19-APR-201193,581

3Record number of contracts20-APR-201048,84,935

4Investor Protection Fund28-FEB-20110.05 crores

WHOLESALE DEBT SEGMENT

1Number of securities available for trading31-JAN-20125,003

2Record daily turnover (value)25-AUG-200313,911.57 crores

NSE PRODUCT SUITE

CORPORATE BONDS RETAIL DEBT MKTWHOLE SALEDEBT MKTJPY INRGBR INREUR INRUSD INRCURRENCY DERIVATIVESWDM

WDMCDS & IRFSLBMDERIVA--TIVESMUTUAL FUND SERVICE ETFEQUITIES

INTREST RATE FUTUREOPTIONCURRE--NCY DERIVATIVESCASHWHOLE SALEDEBT MKTFUTUREGOLG ETF

USD INRCORPOR--ATE BONDS STOCKSTOCKEQUITY

EUR INRRETAIL DEBT MKTINDEXLIQUID

INDEX

GBR INR

TOTAL LISTED COMPANIES IN NATIONAL STOCK EXCHANGE AS ON JANUARY 2012

BSE:BSE Limited is the oldest stock exchange in Asia What is now popularly known as the BSE was established as "The Native Share & Stock Brokers' Association" in 1875.Over the past 135 years, BSE has facilitated the growth of the Indian corporate sector by providing it with an efficient capital raising platform.Today, BSE is the world's number 1 exchange in the world in terms of the number of listed companies (over 4900). It is the world's 5th most active in terms of number of transactions handled through its electronic trading system. And it is in the top ten of global exchanges in terms of the market capitalization of its listed companies (as of December 31, 2009). The companies listed on BSE command a total market capitalization of USD Trillion 1.28 as of Feb, 2010BSE is the first exchange in India and the second in the world to obtain an ISO 9001:2000 certification. It is also the first Exchange in the country and second in the world to receive Information Security Management System Standard BS 7799-2-2002 certification for its BSE On-Line trading System (BOLT). Presently, we are ISO 27001:2005 certified, which is a ISO version of BS 7799 for Information Security.The BSE Index, SENSEX, is India's first and most popular Stock Market benchmark index. Exchange traded funds (ETF) on SENSEX, are listed on BSE and in Hong Kong. Futures and options on the index are also traded at BSE

BSE continues to innovate: Became the first national exchange to launch its website in Gujarati and Hindi and now Marathi Purchased of Marketplace Technologies in 2009 to enhance the in-house technology development capabilities of the BSE and allow faster time-to-market for new products Launched a reporting platform for corporate bonds christened the ICDM or Indian Corporate Debt Market Acquired a 15% stake in United Stock Exchange (USE) to drive the development and growth of the currency and interest rate derivatives markets Launched 'BSE StAR MF' Mutual fund trading platform, which enables exchange members to use its existing infrastructure for transaction in MF schemes. BSE now offers AMFI Certification for Mutual Fund Advisors through BSE Training Institute (BTI) Co-location facilities for Algorithmic trading BSE also successfully launched the BSE IPO index and PSU website BSE revamped its website with wide range of new features like 'Live streaming quotes for SENSEX companies', 'Advanced Stock Reach', 'SENSEX View', 'Market Galaxy', and 'Members' Launched 'BSE SENSEX MOBILE STREAMER

PRODUCT INFORMATIONMarket Data-Equity1. Level 1 Data contains the following information:i. BSE Scrip Codeii. Open, High, Low and Last Traded Priceiii. Best Bid / Offer with Volumeiv. Traded Volumev. Close and Last Traded Quantity (only for live feed)2. Level 2 Data contains the following information in addition to the level 1 data:i. Weighted Average Priceii. Upper Circuit Limit and Lower Circuit Limitiii. Turnover Value, Number of Trades, Trendiv. Total Buy Quantity and Total Sell QuantityIndicesBroad Market IndicesSectoral IndicesDollar Linked Indices

SENSEXBSE AutoDOLLEX 30

BSE 100BSE BankexDOLLEX 100

BSE 200BSE Capital GoodsDOLLEX 200

BSE 500BSE Consumer Durables

BSE Mid Cap IndexBSE FMCG

BSE Small Cap IndexBSE Healthcare

BSE IT

BSE Metal

BSE Oil & Gas

BSE Power

BSE PSU

BSE Realty

BSE TEC k

Market Data: DerivativesThere is a rekindled interest in the BSE F&O segment, which is now reporting a daily turnover of nearly Rs. 10,000 million. Presently, the BSE F&O segment covers 88 scrips. It also includes 7 Indices including our flagship product Market Data: Corporate BondsBSE, in consultation with SEBI, has developed an Internet-based reporting platform - the Indian Corporate Debt Market (ICDM) for reporting of all corporate deals done in respect of corporate bonds that are listed on any stock exchange in the country, This is presently limited to corporate bonds that are in demat form and the trade value is over Rs. 1 lakh. ICDM is presently being used by over 120 participants. The data includes basic information about traded bonds and also the latest traded price, latest traded quantity, weighted average price, weighted average yield, cumulative trading value etc.Book Building Data-Public Offerings

Book Building has emerged as the most preferred option for the corporates to raise money from the public.

BSE provides an online Book Building facility in which bids are entered through the large network of BSE Brokers across the country.

The Book Building process generates significant data on the bids:- Number of shares bid for- Price point at which the bids have been placed- Type of bidder

This information provides a guide for the investors about the status of the bidding i.e. the level of investor interest in the public offering and the pricing points at which the bids are active, and to then take a decision on how much to bid and at what price.

BSE provides this bidding data, updated every 5 minutes, through its real time Data Feed network.

(BSE also makes available the prospectus of every public issue for download, before the commencement of the bidding process.)