9911796707
TMI Blog2018 (11) TMI 775X X X X Extracts X X X X X X X X Extracts X X X X ..... ering and construction. The Respondent Company was originally incorporated under the Companies Act, 1913. It was converted into a public limited company in the year 1961. The Respondent Company is mostly into the business of architectural engineering and construction and is a government company where 51.01 % of the shares are held by the Government of West Bengal. (b) The Petitioner was incorporated pursuant to a certificate of incorporation and is also a registered holder and absolute owner of 254 equity shares of Rs. 3500 each, all fully paid up or 28.54% of the total issued, subscribed and paid up share capital of the Respondent Company. The Petitioner, who is a shareholder and/or member of the Company and a bona fide purchaser of 100 shares in the Company from one Mr. Sankar Naik, was entitled to be recorded as a member in the Register of Member of the Respondent Company. After the issuance of such shares, the Petitioner had lodged the original share certificates in relation to the said 100 shares with duly executed Transfer Deed along with all other relevant documents with the Company on April 2, 2014. However, the said letter was returned back undelivered with the postal en ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ame of the Petitioner. 3. It is understood from the facts that the Respondent Company had not been acknowledging the shares of the Petitioner Company. Hence the present application has been filed under Section 111 of the Companies Act, 1956; 58 and 59 of the 2013 Act seeking reliefs as against the acts of the Respondent. 4. Reply Affidavit filed by the petitioner to the Supplementary Affidavit filed by the Respondent contending in brief is the following:- (a) The petitioner company has two shareholders, namely, (i) MKJ Enterprises Limited - 59.45% and (ii) Keventer Capital Limited- 40.55%. (b) The petitioner contends that neither the petitioner nor the controlling shareholding companies of the petitioner are in any way connected or engaged in construction and/or development of infrastructure or other real estate projects. Hence, according to the petitioner the ground sought to be taken by the respondent to deny registration of additional shares is not tenable or valid. (c) The petitioner further denies that neither the petitioner nor the controlling shareholding companies of the petitioner are in any way engaged in any business which is similar to the business carried on by ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... I Act or its Take Over Regulations since the said Act has no application to the Respondent Company as the shares of the company are not listed. In view of the matter, the said acquisition cannot and will not change the control of the respondent company as in spite of such acquisition and even after registration of said transfer, it will continue to remain a Government Company. The contention that the Company is running at a loss is insignificant for the purpose of adjudication of the issue in the present proceeding. It is also irrelevant as to whether petitioner is controlled by MKJ Group or that the business of the Company and the business of MKJ Group are similar. (b) It is incorrect to say that by purchase of 100 equity shares of the Company, the intention of the petitioner is to take over the control of the respondent or that the action of the petitioner is contrary to the corporate law or regulations framed there under as alleged. It is incorrect to say that the Respondent Company and/or its board of directors have the right to refuse registration of the transfer of shares in favour of the prospective transfer as alleged. The respondent Company being a public Company, the sh ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... in competing business or who shall through the petitioner interfere with the affairs of the respondent as alleged. (b) Further, the respondent has not been able to make out any ground which can be urged to be a sufficient cause for refusing registration of shares and that the purported grounds urged by the respondent of "conflict of interest" is misleading, untenable, frivolous and it appears that the respondent company is refusing to transfer of shares because of racial bias which is impermissible in law. 7. The Respondent filed Reply Affidavit contending in brief, is the following:- (a) The person, namely Supratim Ghosh in the Respondent Company working in the capacity of Manager (Accounts) makes the following averments: (i) That, the petitioner company's action had been contrary to the SEBI Act and it's Regulations; (ii) That, the petitioner is running at a loss as evident from the Balance Sheet for the year 2013-14. (iii) It can be construed from the Balance Sheet that the petitioner company is controlled by MKJ group involved in the development and infrastructural as well as commercial property projects. (iv) The Respondent is also involved in the develop ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... titioner shall be benefited since they would be in a position to prevent any resolution with regard to any development works being passed, in the event the same is contrary to the interest of such promoters who are also competent to run the business of the respondent. Based on such facts the application made by the petitioner needs to be dismissed. 9. Supplementary reply Affidavit filed by the Respondent contending in brief, is the following:- (a) The Petitioner Company is owned and controlled by one "MKJ Group", a company which runs a competing business similar to that of the respondent. The petitioner already holds 254 shares. The petitioner furthermore had purchased 100 shares from Shankar Nayak with the advances made by the "MKJ group". Thus, once the 100 shares are registered transferring the shares in the Register of Members, it will give the petitioner a total 354 shares, while the government of Bengal holds 454 shares with the respondent company. By doing so, the petitioner will attempt to compel the company to sub-tender/assign the execution of work to "MKJ group", the controlling company of the petitioner, and will have the ability to disrupt the working of the company ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ied for transfer of the shares in favour of the petitioner Company, which was allowed considering the fact neither the said two shareholders nor the said Company was in any business which may jeopardize the interest of the respondent Company. MKJ Enterprises Ltd. & Keventer Capital Ltd. (Formerly Priya Healthcare Private Ltd.) immediately after the transfer of shares in 2012 in favour of the petitioner Company, was made to make an entry into the Company in a calculated manner through the back door. The entire episode of formation of the petitioner Company by the said Indrajit Sarkar and Ashoka Das Chowdhury, transfer of their shares into the petitioner Company, investment of Rs. 11.66 crores by the present shareholders prior to March 2012 in a Company formed in December 2011, having a net share capital of Rs. 1 lakh only, together with a negative income clearly demonstrate that the same has been done deceptively with an ulterior motive to acquire control of the respondent. (b) The petitioner Company is also controlled by the aforesaid Companies which are involved in infrastructural development. The dividend declared by the respondent Company per share of Rs. 3,400 face value is R ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ut Government infrastructural tenders and preparing detailed project reports for Government to ascertain the cost of works, which information, if available to any prospective bidder would cost unjust and illegal advantage. In the event such advantage is allowed to be received, such basics of the Company as a nodal agency would be prejudicially affected other than affecting a fair tender process for the public at large. Upon the aforesaid contentions, the respondent prays for dismissal of the petition with cost. 12. Heard Ld Sr. Counsels Mr. Abhraji Mitra, Mr. Ratanko Banerji and the Ld. Counsel Mr. D. N. Sharma for the petitioners and Ld Sr. Counsel Mr. P.C. Sen and the Ld. Counsel Mr. Raj Ratan Sen for the Respondent. Perused the records, notes of arguments and the citations referred to on both sides. 13. Upon hearing the arguments and considering the contentions on both sides the points that arise for determination are the following:- (i) Whether the petition filed is premature as alleged by the respondent? (ii) Whether the shareholders of the Petitioner Company is doing competent business with the respondent Company? If so whether the conflict of interest is sufficient cau ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the Respondent Company did not respond. Despite repeated reminder, the Respondent Company did not register the transfer in the name of the petitioner nor refused the transfer and, therefore, a legal notice has been issued to the respondent Company on 11.09.2014 demanding to take immediate steps to register and record the name of the petitioner Company. Despite the receipt of the legal notice, the respondent Company did not effect the transfer as demanded nor refused, thereby the Petitioner filed this Company Petition before the erstwhile Company Law Board on 29.09.2014. 17. Company Law Board, Kolkata Bench, vide order dated 16.09.2015 allowed the petition and directed the respondent Company to register the transfer of impugned 100 shares in the name of the petitioner Company within 10 days of the receipt of the order and to make suitable entries in the Register of Companies thereafter. Aggrieved by the direction issued by the Company Law Board, the respondent Company preferred an appeal before the Hon'ble High Court at Calcutta as ACO No. 199 of 2015 in APO No.448 of 2015. Vide order dated 15.10.2015 the Hon'ble High Court at Calcutta dismissed the appeal APO No.448 of 20 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... rted into a public limited company in the year 1961. According to the respondent, it is a profit making company engaged in the business of building and undertaking similar contracts. It is a state owned Company enjoying the benefit of direct allotment of civil work of the state of West Bengal without participating in tender, without security deposit. The respondent contends that the petitioner company was in competing business with respondent upon acquisition of shares of the petitioner company by MKJ Group. Though several grounds were raised in the reply affidavit, supplementary affidavit and in the reply to the rejoinder filed by the respondent, the Ld. Sr. Counsel for the respondent at the time of argument limited his arguments to the following grounds for the refusal of transfer of shares in the name of the petitioner: (a) Premature application by petitioner; (b) The petitioner is a loss making company; (c) Controlling shares to disrupt management of the respondent company; (d) Registration of shares not in interest of respondent; (e) Article 48 of Memorandum of Association and Articles of Association not complied with. 20. The above said are the brief background beh ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... al or acceptance and thereby the petitioner filed this petition on 29/09/2014. In the above said facts and circumstances an application for transfer of shares being evidently sent to the respondent along with the transfer application of shares on 02/07/2014 and that the respondent company did not refuse nor send any intimation as provided under sub-section (4) of Section 58 of the Companies Act, 2013, filing of present petition before the erstwhile Company Law Board is found in time and in compliance of sub-section (4) of Section 58 and therefore the preliminary objection raised by the respondent company is found not sustainable. This point is answered accordingly. 22. The Point No. (ii) 23. The next contention on the side of the respondent is that the purported purchase of 100 equity shares of the company is with an intention to take over the control of the Government Company and the attempt of the petitioner is contrary to the corporate laws and regulations framed thereunder. According to the Ld. Sr. Counsel for the respondent, the petitioner company is a loss making company, and the transfer of shares will disrupt the business and administration of the respondent, the petition ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... may refuse to register transfer to a transferee of whom they do not approve." 26. Here in the instant case there was no Board Resolution refusing the transfer of shares. The reason highlighted by the respondent company in the reply affidavit as well as in the supplementary affidavit filed by the respondent is that one of the group companies of the petitioner company who is controlling the petitioner company may disrupt the management of the respondent company if the shares asked for transfer is transferred in favour of the petitioner. No argument was advanced as to the power of the Board of Directors in declining the transfer referring to Article 44. What is argued is that the Tribunal is bound to consider the issues framed by the Hon'ble Supreme Court in the order of remand that whether the conflict of interest falls in the sufficient cause of sub-section 4 of section 58 of the Companies Act, 2013. 27. According to the Ld. Sr. Counsels for the petitioner the Hon'ble Supreme Court directed the Tribunal not to be influenced by any of the observations and findings in the order of Company Law Board, orders of High Court or the order of Hon'ble Supreme Court and therefor ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... nsfer of shares, the question is whether the shareholders of the petitioner company are doing competent business with the respondent? The respondent contends that MKJ Group, who has got majority shareholding of the petitioner's company, is doing the very same business of the respondent company, and that it is carrying on business like architect, surveyor and contractor and is doing competing business with the respondent and therefore transfer of shares, if allowed, it would enrich MKJ group to the detriment of interest of the respondent company and its shareholders. The petitioner has denied the allegations that its shareholders are doing the very same business of the respondent company. Reply to the rejoinder has been filed by the respondent denying the contentions of the petitioner that its shareholders are not carrying similar business run by the respondent. According to the Ld. Sr. Counsel for the respondent, the petitioner company is also interested in civil engineering and infrastructure construction either directly or indirectly and that shareholding company of the petitioner has undertaken various projects and from the website of the Ministry of Corporate Affairs, it is ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ure Companies allegedly belonging to the group companies of MKJ Enterprise and Keventer Capital Ltd. 32. Before coming to Annexure X, it is significant to note here that when the transfer of 254 shares of the respondent companies was effected in the name of the petitioner company, the petitioner company was engaged in the business of construction, building, design, erection and other related activities. Annexure P-2 annexed to the petition is the Memorandum and Article of Association (In short MOA). As per the MOA, the very object of constitution of the petitioner company is for doing business referred to above. This fact is nowhere challenged by the respondent. On the other hand, MKJ Enterprises Ltd and Keventer Capitals Ltd. were constituted for not doing business similar to the business run by the respondent. As per the MOA of the MKJ Enterprises Ltd., the holding company is incorporated to carry on the business of stockists, agents, distributors, traders, and dealers, etc in all kinds of ferrous and non-ferrous metals, steels, alloy steels, copper.., etc. and all other kinds of metals and to undertake, transact and execute agency business, and to carry on all or any of the bus ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... and brought to my notice six major civil construction project allegedly being carried on by MKJ Group and Keventer Capital Ltd. Some of the projects allegedly being carried on by the group companies that he highlighted, are 88 East, in association with Tata Housing, Keventer Cross Winds, Keventer the North, Keventer Rishra, Keventer Westwind and Urbana. According to him, the aggregate sale value of the said projects are more than Rs. 1,000 Crores and project Urbana is facing a CID enquiry. So, also referring to balance sheet of Keventer Capital Ltd. and MKJ Enterprise annexed with the petitioner's supplementary affidavit, it is submitted that MKJ Enterprise Ltd and Keventer Capital Ltd. had invested in various real estate and infrastructure company and according to the Ld. Sr. Counsel for the respondent, it is a proof that demonstrates that Keventer Capital Ltd. had also invested in MKJ Developers Ltd. and it is an indication that both shareholders of the petitioner company are also controlling stakeholders of the various associate companies, which are engaged in civil construction, civil engineering and infrastructure business. 35. Annexure 'X' being not copies of do ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ernment in Metro Dairy. To disprove the said contention of the petitioner here in this case, there is no supporting proof other than the disputed Annexure 'X'. 37. Annexure X, if screened in detail, it also not helpful to prove the contention on the side of the respondent that the petitioner's shareholders have controlling stake in the companies referred to in the Annexure X. Annexure X refers to a company by name MKJ Developers. A reference to the details of the said company, it is understood that the MKJ Developers' directors are Pallab Kumar Ghatak, Mahendra Kumar Jalan and Shashi Prabha Jalan. However, the object of the company for which it has been incorporated was not found on the page 23 of Annexure X. Mahendra Kumar Jalan and Shashi Prabha Jalan are the controlling shareholders of MKJ Enterprises Ltd. The details of the MKJ Developers are insufficient to hold that the shareholders of the petitioner company have controlling stake in the MKJ Developers or that the said company was constituted for the business object similar to the object of the respondent company. On production of copy of MOA also the contention of the respondent not at all improved. The main ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e contention on the side of the respondent that the shareholders of petitioner is having controlling stake in the said company. 40. Another company name referred to in Annexure X on page 25 is Century Nirman Private Limited. Its Directors are Kailash Chandra Joshi and Shyam Sunder Singhania. None of the directors of MKJ and Keventer are found in the name of the directors shown as the directors of Century Nirman Private Ltd. What is relied upon is the E-mail ID- [email protected], for strengthening that the said company is a joint venture company of MKJ Group. I am afraid, by simply relying upon the e-mail address of a company, can I hold a finding that it is a group company of MKJ Enterprises Ltd. I cannot. An e-mail ID cannot be taken as the proof to prove that MKJ and Keventer are group companies of Century Nirman Private Limited as shown in Annexure X. On the other hand, the names of the directors do not show that anyone of the directors of MKJ Enterprise and Keventer Capital Limited are the directors of the aforesaid company. The copy of MOA of this company also was produced. Its objects though reveals that one among the object is construction whether it is doing constructio ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... uments relied upon on page 30 of Annexure X.The copy of MOA seen produced to prove its objects. Truly its objects also shows it was incorporated for doing construction and architecture business in the same line of business of the respondent. So also the list of shareholders produced on the side of the respondent shows that MKJ Enterprises Ltd. is holding 24% of shares in the said company. So what I understood is that Mantu Housing Projects Ltd. is an associated company of MKJ Enterprises Ltd. as defined under section 2(6) of the Companies Act, 2013. 44. Next company referred to is Madanlal Limited. Page 31 of the Annexure X indicates that Madanlal Limited is a member company of MKJ Group and Keventer Group of companies and that it is engaged in purchase and sale of securities and real estate, investment, etc. So even if it is relied upon, what it indicates is that Madanlal Limited is group company of MKJ Group and Keventer Group and the said company is engaged in purchase and sale of securities and real estate, etc. and nothing shows that the said company is engaged in the business of architecture, construction, infrastructure development and engaged in the business similar to the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... lable from 1163 sqft. to 1211 sqft. The project is a completed project and possession in Dec. 11. Westwind has many amenities, such as, Swimming Pool, Landscaped Gardens, Maintenance Staff, Community Hall etc." Whether the said project was constructed and designed by the company itself or whether the company is selling a developed project by engaging contractors as contended by the respondent is not certain from the above said details. So also though it is named as group companies of Keventer, its connection with Keventer Capitals Ltd. cannot be inferred only because of similarity in the name of one of the petitioner's shareholder company. 50. The respondent also referred to Keventer Westwind, Jadavpur, Kolkata South on page 39 of Annexure X. No details seem to be available in it. 51. The next one is a project namely TATA 88 East at Alipore, Kolkata. It is detailed on page No. 40 of Annexure X. However, no details are available as to who is the builder and the project was launched by whom. Moreover, it is a copy of the webpage of telegraphindia.com. It shows that Keventer is the partner of Tata House who is building the tallest tower in Alipore "88 East". If it is relied, wh ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ed and Keventer Capital Limited.] produced on the last day of hearing only proves one company referred to by the respondent is an associated company of MKJ Enterprises Ltd. 54. At this juncture citing New Horizons Ltd. v. Union of India [1998] 15 SCL 148 (SC) and State of U.P. v. Renusagar Power Co. [1988] 4 SCC 59 Ld. Sr. Counsel for the respondent submits that this Tribunal has to lift the corporate veil to hold that the companies referred to in Annexure 'X' annexed to the reply affidavit are the shareholder's companies of the petitioner and has to hold that the petitioner's shareholders are engaged in the very same kind of business as that of the business of the respondent company. According to him the proposition laid down in the above cited decisions permit this Tribunal to lift the corporate veil. In the Renusagar Power Co. (supra) cited above, it has been held that: - "this Court lifted the veil to hold that Hindalco, the holding company, and Renusagar Power Co., its subsidiary, should be treated as one concern and the power plant of Renusagar must be treated as the own source of generation of Hindalco and Hindalco would be liable to payment of electricity ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... nd found that experience of joint venture companies being not taken into consideration by the Department of Telecommunication, the order of acceptance of tender was set aside by lifting of the corporate veil. 58. In the given case the facts are entirely different. In Renusagar Power Co. case, Hindalco is the holding company of Renusagar Power Co. In the said case holding company and subsidiary companies is considered as one concern for the purpose of lifting of the veil. In NHL case the group companies are found joint venture companies of NHL. Para 7 of the said judgement gives details about the nature of constitution of the joint venture companies relied upon by the Hon'ble Supreme Court. It read as follows:- "NHL is a joint venture company established by Thomas Press (India) Ltd. (TPL), Living Media Limited (LMI), World Media Limited (WML) and Integrated Information Pvt. Ltd. (IIPL), a wholly owned subsidiary of Singapore Telecom wherein 60% of shares are held by Mr. Aroon Purie, TPI, LML,WML and other companies in the same group and 40% of shares are held by IIPL". 59. So TPI, LML, WML, and IIPL are parent companies of NHL, and their experience has been considered by the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... hey have gone out of their way to avoid this construction whenever possible. Thus, at present the judicial approach in cracking open the corporate shell is somewhat cautious and circumspect. It is only when the legislative provision justifies the adoption of such a course that the veil has been lifted. In exceptional cases where the courts have felt "themselves able to ignore the corporate entity and to treat the individual shareholder as liable for its acts" the same course has been adopted. Summarising his conclusions, Cower has classified seven categories of cases where the veil of corporate body has been lifted. But it would not be possible to evolve a rational, consistent and inflexible principle which can be invoked in determining the question as to whether the veil of the corporation should be lifted or not. Broadly, where fraud is intended to be prevented, or trading with the enemy is sought to be defeated, the veil of the corporation is lifted by judicial decision and the shareholders are held to be "persons who actually work for the corporation". 61. The above said proposition is squarely applicable in the case in hand. The joint venture companies allegedly doing very sa ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... for the respondent stressed two contentions. Firstly, it is contended that there is no bona fide interest in investing in the Respondent Company and that the intention of the Petitioner is to have back door entry. Secondly, it is contended that the Petitioner Company's shareholder, MKJ Enterprises holding 59.45% of its shares is carrying on business as trade in telecasting products and also doing some investments in real estate. However, its profit from real estate investment is less than 1 % of the total revenue generated by the said MKJ Enterprises which can be learnt from the Memorandum of Association of MKJ Enterprises and that the Keventer Capital Private Limited, who purchased 40.44% shares is a registered non-banking financial company as per its Memorandum of Association. On the other hand, the Respondent Company is carrying on business as Architect, Surveyor and Contractor which would be borne out from its Memorandum of Association and the Petitioner Company's shareholders are not expected to invest in the Respondent Company buying shares of the Respondent Company which has declared dividend @ Rs. 475 per share having face value of Rs. 3400 per share. The total divi ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... reports of civil works of various Government work and providing project management and consultancy, the Board of Directors of the Respondent Company has to determine the cost of work which is to be transferred to the Respondent and in order to carry out direct Government work, it is to invite tenders from sub-contractors and in such a case, if any outsider is in the Board of Directors, the confidentiality in the preparation of cost and expense of the tender forms will loss. The Petitioner Company doing the very same kind of business, revealing of such data would cause prejudice in undertaking with the Government works by the Respondent Company as well as in accepting the tenders from sub-contractors. According to the Ld. Senior Counsel appearing for the Respondent, the respondent company is having provisioning of information as a nodal agency for carrying out Government infrastructural tenders and preparing detailed project reports for Government to enable the Government to ascertain the cost of works, which information if available to any prospective bidder would cause unjust and illegal advantage. He further would submit that in the event of such advantage being allowed to be rec ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... point certainly it is a good investment especially in a government company. 71. The contention that by increasing the shares from 254, the petitioner may try to interfere the decision making supremacy of the respondent and that if it is increased, the secrecy and confidentiality of tender process would badly be affected and that it may open the door to the petitioner to take control of the respondent company, also have no legal force. Those contentions are only unfounded imaginations of the respondent. Such a circumstance never would occur on increasing the shares from 254 to 354 shares (254+100) because Government of West Bengal is the majority shareholder of the respondent company having 51.01%. If the 100 shares is transferred in the name of the petitioner, then the total shareholding of petitioner will be 39.77% which would correspond to 354 shares in the respondent company. Therefore, chance of taking control of the respondent company by the petitioner by virtue of its additional purchase of 100 shares is too remote. In the said circumstances, the apprehension that increase in shares from 254 to 354, the petitioner may interfere with the free functioning of the board of dire ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... leged projects nor was doing infrastructure business like the business found engaged by the respondent company. The projects highlighted on the side of the respondent are in no way directly or indirectly engaged by the shareholders of the petitioner. Having minority stakes in one associated company and other companies by the shareholders of the petitioner referred to by the respondent is no ground to hold that shareholders company of the petitioner is doing competent business with the respondent. So also there is no question of conflict of interest with the reason being that neither in the past or present the petitioner shareholders are in competing business with the respondent. Upon the above said discussions it appears to me that respondent failed in proving that petitioner shareholders are doing competing business with the respondent and that the investment in the respondent company is with mala fide intention so as to take its control or that the transfer of shares is deceptive and mala fide in the background of the respondent company. 75. As per Article 44 of the MOA of the respondent company, it is bound to transfer the shares provided the respondent has no lien over such sh ..... X X X X Extracts X X X X X X X X Extracts X X X X
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