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TMI Blog2025 (1) TMI 19X X X X Extracts X X X X X X X X Extracts X X X X ..... he evidence in the Audit File, the audit reports on the financial statements for the FY 2018-19 and 2019-20, the submissions made by the Auditors, and the Annual Report of ZEEL for FY 2018-19 and 2019-20. Penalties and sanctions - HELD THAT:- Section 132 (4) of the Companies Act, 2013 provides for penalties in a case where professional misconduct is proved. The seriousness with which proved cases of professional misconduct are viewed is evident from the fact that a minimum punishment is laid down by the law. Because professional misconduct has been proved and considering the nature of violations and principles of proportionality and in view of the directions issued to the Audit Firm, in the exercise of powers under Section 132 (4) (c) of the Companies Act, 2013, it is ordered as under: a. Imposition of a monetary penalty of Rupees Two Crore upon M/s Deloitte Haskins Sells LLP. b. Imposition of a monetary penalty of Rupees Ten Lakhs upon CA A.B. Jani and in addition CA A.B. Jani is debarred for 5 years from being appointed as an auditor or internal auditor or from undertaking any audit in respect of financial statements or internal audit of the functions and activities of any compan ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 2 (4) of the Companies Act, 2013 ('the Act' hereafter). 4) Based on the examination of the Audit Files, and responses of the Audit Firm to our queries and other records, we were of the prima facie view that the Auditors had not discharged their professional duties under the Act as well as the Standards on Auditing (SA). Consequently, an SCN was issued to the Auditors asking them to show cause why action under Section 132(4) of the Act should not be initiated against them for professional misconduct. 5) After examining the detailed submissions, including written and oral, this Order concludes that the Auditors failed to meet the relevant requirements of the SAs and violated the Act in respect of certain significant related party transactions. In September 2018, the Chairman of ZEEL, who is also the promoter of Essel Group of Companies, issued a letter to Yes Bank, committing Rs. 200 crore fixed deposit of ZEEL as a guarantee for the loans given by Yes Bank to a promoter group company Essel Green Mobility Ltd. The Bank appropriated the Fixed Deposit (FD) in July 2019, towards settlement of loan amounts due from seven promoter group companies. Neither the creation and maintena ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... as the powers of a civil court and is empowered under Section 132(4) of the Act to investigate the prescribed classes of companies and impose penalties for professional or other misconduct of the individual members or firms of chartered accountants. 8) ZEEL was required to prepare its Financial Statements for FY 2018-19 and 19-20 under Schedule III and other applicable provisions of the Act and Indian Accounting Standards (Ind AS) notified under the Companies (Indian Accounting Standards) Rules, 2015. The Auditor had issued an unmodified opinion on the financial statements of both these years. 9) We suo motu decided to examine the audit evidence that led the Audit Firm to issue an unmodified audit opinion for FY 18-19 and 19-20. We called for the Audit File for FY 19- 20 and other information under section 132(4) of the Companies Act, 2013 from the Audit Firm on 16.08.2023. The Audit Firm submitted the Audit File on 04.09.2023 and other documents on 01.11.2023. After examination of the Audit File, a questionnaire was sent to the Audit Firm on 01.05.2024. The Audit Firm replied to the queries on 20.05.2024. Certain communications between ZEEL and Yes Bank, not documented in the Audi ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... stitutional validity of Section 132, alleged absence of prescribed procedure, restrictions in the SCN due to limiting evidence to audit file and that NFRA cannot penalise the firm as liability and consequences will extend to all partners who are not involved in the engagement. 14) Regarding the alleged absence of divisions in NFRA and other legal challenges, we reject the contentions in light of the Hon'ble NCLAT Order dated 01.12.2023 in Company Appeal (AT) NO. 91 of 2023 I.A. No. 2413-2415 of 2023 and Hon'ble Supreme Court Order dated 22.03.2024 on Civil Appeal Diary No(s). 5641/2024. We also note that the Audit Firm has challenged the vires of Section 132 before the Hon'ble High Court of Delhi in the matter of the audit of ILFS Financial Services Ltd. However, the present SCN and the proceedings initiated have not been challenged in any Court of Law. 15) Before issuing this Order, we perused all the material on record, including the Audit File and the Auditors' written and oral submissions. This Order covers only the violations/actions/omissions that have been proved to result in one or more professional misconduct as per the articles of charges in the SCN. C. MA ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... that Yes Bank had transferred the FD amount to their respective current accounts maintained with Yes Bank, which could have been done erroneously without their knowledge and consent; and that while they were taking up this matter with Yes Bank, they were separately returning the amounts to ZEEL. Subsequently, these related parties paid a total of 200 crore to ZEEL between 26th September 2019 to 10th October 2019. Later, they paid the interest at the same rate as the FD interest payable by Yes Bank. ZEEL closed the FD and interest receivable against the receipts from related parties and accounting entries were made accordingly. 19) On 30th September 2019, i.e., after receipt of money from a few related parties as above, ZEEL wrote a letter to Yes Bank citing that the fixed deposit FD number 000140300230070 was due for maturity on 10th September 2019 and was found to be missing in the Statement of Account; none of the authorized representatives of ZEEL had given any instructions including premature withdrawal of the FD or fund transfer through any means of communication i.e. letters/emails/fax etc. The Company asked Yes Bank to examine the matter and transfer the funds to ZEEL's ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 00 Crore is available with Yes Bank Ltd, from any one of Essel Group of companies, including Zee Entertainment Enterprises Ltd, at all times whilst the said facility remains due and outstanding and that in the event of default under the said facility, you may appropriate the fixed deposit towards repayment of the said Facility. Auditors claim that they never received a copy of this letter from the Company. 4th September 2018 Creation of FD of ₹ 150 Crore by ZEEL in Yes Bank. 5th September 2018 Creation of FD of ₹50 Crore by ZEEL in Yes Bank. 28th September 2018 Redemption of the above two FDs for 200 crore. 1st October 2018 Creation of two FDs totalling ₹ 200 Crore in Yes Bank. 31st December 2018 Redemption of the above two FDs for 200 crore. 1st January 2019 Creation of two FDs totalling ₹ 200 Crore in Yes Bank. 2nd February 2019 ZEEL sends an email to Yes Bank informing that FD cannot be used to settle liabilities of group companies. 2nd February 2019 Redemption of the two FDs for ₹ 200 crore. 8th 11th and 12 th February 2019 Creation of three FDs totalling Rs. 200 Crore in Yes Bank. 15th March 2019 Redemption of the above three FDs for 200 crore and ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 24th July 2020 The Audit Report (unmodified in this matter of FD) was signed by the EP on behalf of the Audit Firm. The Auditors also concluded that the matter does not attract Section 143(12). In the above backdrop, we note the following major omissions and commissions by the Auditors. These factors cumulatively show the absence of professional skepticism and due diligence, and gross negligence on the part of Auditors. i. Yes Bank's Letter Regarding Closure of FD 23) As mentioned above, ZEEL, in its letter dated 30th September 2019, sought an explanation from Yes Bank regarding the closure of the FD and asked the Bank to transfer the funds to ZEEL's bank account with Yes Bank along with accrued interest till the date of the letter. Though this letter is available in the Audit File, Yes Bank's reply to it is absent in the Audit File. We obtained a copy of Yes Bank's reply this letter from ZEEL. In this letter, the Bank has explained the premature closure of FD and also attached a letter dated 4th September 2018 issued by Dr Subhash Chandra, the then Chairman of ZEEL/Essel Group. The letter states that This is with regards to the Rs 200 Crore loan outstanding in Ess ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ent of facts by the Management, falling under the ambit of the definition of fraud as per section 448 fraud in relation to affairs of a company or any body corporate, includes any act, omission, concealment of any fact or abuse of position committed by any person or any other person with the connivance in any manner, with intent to deceive, to gain undue advantage from, or to injure the interests of, the company or its shareholders or its creditors or any other person, whether or not there is any wrongful gain or wrongful loss; of the Act, calling for action under section 447 of the Act and reporting under Section 143(12), which the Auditors failed to identify since they did not exercise required professional skepticism and due diligence, as explained further in this Order. 26) The Auditors replied that The Engagement team was never provided with this letter by ZEEL...the first time the engagement team came to know of Letter Oct 11 is through the SCN issued by NFRA..... engagement team can only audit books of account based on underlying evidence and information and explanations provided by the management and TCWG and not take stock of all communications exchanged between the compan ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... tion from the bank etc . This casts a shadow of doubt on the Auditors' claim that they were unaware of the communication from Yes Bank. 28) Notwithstanding this inconsistency, we observe that the qualification in September and December limited review reports emanates from of the absence of sufficient appropriate audit evidence (absence of information/reply from the bank) regarding this significant transaction. Going by the Auditors' contentions, the only significant incremental evidence available after the limited review reports and up to the date of the statutory audit report dated 24th July 2020 are the settlement agreement signed between Yes Bank and ZEEL on 22nd July 2020, the internal investigation carried out by ZEEL in the matter, discussions with the management and audit committee, and the direct confirmations obtained by the Auditors from Yes Bank regarding FD Balances. None of this incremental evidence explains the reason why the FD was closed. The letter from Yes Bank which explains the reasons for the closure of the FD has not been seen by the Auditors. Hence, as far as the Auditors are concerned, at the time of issuing the Audit Report for FY 2019-20, sufficien ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... EEL is the son of Dr Subhash Chandra and is closely related. His active involvement in the matter is evident from his attendance at the Audit Committee meetings. He, being a Director of ZEEL, falls under the scope of Section 143(12) and hence shall be covered for any procedures for reporting under that Section. Without any direct enquiries with Dr Subhash Chandra, the Auditors concluded the completeness of LOCS/Letters of Comforts issued by him and excluded him from the scope of enquiries for reporting under Section 143(12). 31) In response Response of DHS dated 20.05.2024 to NFRA's queries dated 1.05.2024 to our queries NFRA's email dated 1.05.2024 containing queries , the Auditors stated that there was no response given by Yes Bank to ZEEL's letter dated 30th September 2019. However, on 22nd July 2020 Yes Bank and ZEEL agreed to resolve the matter without causing any prejudice to each other'. There is no record of any exchanges between the Bank and ZEEL between the above dates. The Auditors too did not question or ask for communications between ZEEL and Yes Bank that led to the final settlement letter, based on which they gave an unmodified audit opinion The Audit ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ake measures for improvement of audit quality including changes in their audit reports and specify a detailed plan with time limits. Accordingly, we reviewed the Audit Files and other communications between the auditor and ZEEL. We find that the Audit Report was admittedly issued without obtaining the relevant information, i.e., the communication from Yes Bank dated 11th October 2019 and the letter dated 4th September 2018 issued by the Chairman. These communications contain critical facts. Had this been known at the date of the auditor's report, they may have caused the auditors to amend their report considering that the financial statements did not disclose this material fact. This calls for compliance with SA 560 relating to subsequent events . 35) Since the above-mentioned facts are now known to the Auditors, the Audit Firm is hereby directed under Rule 9(1) of NFRA Rules 2018 to follow the provisions of Paragraphs 14 to 17 of SA 560 Paragraphs 14 to 17 of SA 560 cover facts which become known to the auditor after the Financial Statements have been Issued. In sum, in such cases, the auditor shall consult with management and TCWG to determine if amendments are necessary and ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... , etc do not evidence the examination of the reason why a control that operated effectively in all the months suddenly stopped working for these two months. ii. Email from ZEEL expressing apprehension that Yes Bank may appropriate the FD 37) We observe that ZEEL by an email dated 2nd February 2019 from the Finance Controller of ZEEL, had informed the Bank that the FD amount cannot be used for any promoter group liabilities and connect with ZEEL if there is any disconnect on the same. The Legal opinion dated 15th October 2019 obtained by ZEEL, and examined by the Auditors, refers to this email in two places and states that Yes Bank did not respond to this email. This indicates that ZEEL was aware before the premature closure that Yes Bank is likely to appropriate FDs against the dues of promoter group companies. However, the letter dated 30th September 2019, the first communication after the closure of FD, has no reference to the previous email on the same subject. Even after becoming aware of this email, the Auditors did not examine the contents of this mail. The Auditors also did not enquire with the management the reason for such an apprehension expressed in the email. Without an ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... er was discussed. It is pertinent to note that Mr Punit Goenka, Managing Director CEO of ZEEL and son of Dr Subhash Chandra, the promoter, attended this crucial Audit Committee meeting as an invitee. At no stage of the Audit, does the audit file show that the Auditors raised any questions in any of the above matters. 43) The Auditors' replies in this regard attempt to justify that promoters need not be enquired for reasons such as they are not authorised by the ZEEL for banking transactions and no charge was registered as required by the Act etc. We observe that such replies do not evidence why the role of promoters is kept out of the audit procedures and internal investigation. The role of all its officers or employees, irrespective of whether they are authorised signatories, are relevant in an examination of suspected fraud under section 143(12). iv. Past history of chairman having an active role in issuing LOCs 44) Yes Bank vide its letters dated 5th May 2020 and 18th March 2020, informed the Auditors about the existence of three letters of comfort (LOC). i) A LOC dated 31st May 2016 was provided by ZEEL to Yes Bank which according to the Bank, is akin to a guarantee. ii) Th ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... communication from ZEEL to Yes Bank was on 30th September 2019, i.e., after the related parties started paying the money back to ZEEL. Ideally, the related parties should have asked Yes Bank to reverse the erroneous transaction of crediting money to their current account and loan accounts. The Auditors did not challenge this and check as to what prompted the related parties to transfer money to ZEEL instead of to Yes Bank, without even waiting for ZEEL's communication to Yes Bank. This action of ZEEL and its related parties indicates that the decisions had already been taken by the leadership. The steps taken by ZEEL from 30th September 2019 onwards are prima facie smoke screens, for which the Auditors did not raise the pertinent questions with required professional skepticism. 48) When Yes Bank credited interest on FD of ₹1.3 crore to ZEEL's bank account in July 2019, no actions were taken by the Management of ZEEL to identify why suddenly such an amount/interest got credited to ZEEL's bank account. Even after identifying this FD matter as a significant risk, suspecting that fraud might have occurred and considering the same as fit for examination under Section ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... more than 5 years in past. Thus, the objectivity of the management auditor was questionable. The scope of the management auditor was not documented. Also, the scope does not include enquiries with the promoters. The scope of the investigation does not cover the organisation structure of the Zee/Essel group to understand the duties and responsibilities of the persons under investigation. There is no evidence that these individuals do not hold multiple responsibilities across group/promoter group entities. The Auditors submit that Rakesh Chaturvedi is not a management expert as per SA 500 definition. He was an employee of the Company. Hence SA 500 is not applicable. We observe that the very fact that he is an employee of the organisation, whose officers and employees are under the purview of Section 143(12) reporting, makes this investigation entirely unreliable. This internal investigation report therefore lacks persuasive evidentiary value and any reliance on such an investigation by the Auditors amounts to gross negligence. DHS also notes that there were no findings to indicate that the identified individuals directed Yes Bank to adjust the fixed deposit balance towards the dues o ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ne the source of repayments made by the related parties. The transactions and communications between ZEEL and its related parties before and after the closure of the FD remain unverified. Thus, there is no reasonable assurance that the loans were not repaid out of the funds provided by ZEEL. The Auditors state that the examination of the source of any payment made by related parties which are linked to the promoters or their group does not fall within the scope of the statutory audit; ET has no access to the bank statements and NFRA is expanding the scope of the audit. We do not accept the above argument. As per SA 550, the Auditor is required to perform specific procedures to identify, assess, and respond to the risks of material misstatement associated with a company's related party transactions. The auditor is also required to obtain an understanding of the nature of these transactions, in this case, unusual transactions. Appendix 2 to SA 240 suggests specific responses to the auditor's assessment of the risks of material misstatement due to fraud, such as, For significant and unusual transactions, particularly those occurring at or near year-end, investigating the possi ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... tter amicably with the Bank and the related parties. The Audit Committee informed us that the Company did not take a legal route as it had already received the funds from the related parties and it did not want to engage the resources of the Company and time of senior management in fighting a legal case. Since, there was no financial loss to the Company, the matter was resolved amicably. The sources of repayment by the group companies remain unverified. Even after settlement of the matter between the Bank and ZEEL, the basis for the Bank to appropriate the FD remains unverified. These critical omissions and the factors mentioned in Para 12 of this SCN indicate that the entire process was orchestrated. However, the Auditors did not design and perform adequate audit procedures to address the matter. Based on the register of charges and minutes of the meeting of the Board of Directors, noted that there was no charge/lien created on this fixed deposit. Because of the omissions as noted above, absence of due diligence and absence of professional skepticism the Auditors failed to notice the letter issued by the Promoter, which directly put the FD as a security for the loans of the Group ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... sing the FD for repayment of the related party loans and keeping the FD with the Bank since FY 2018-19 as a security for such loans) with the related parties, without the approval of the Audit Committee, the Board and Shareholders for any of these transactions, thus violating Sections 177 and 185 of the Act. The Auditors submitted during the in-person hearing that the legal opinion obtained by the Company stated that if the matter is ratified by the audit committee of the Company, breach of Section 177 of the Companies Act, 2013 can be defended especially given that the promoter companies acknowledged that the transfer of funds to the Company was subject to approval by the audit committee of the Company. . We observe that this legal opinion does not rule out a breach of section 177 regarding the transactions with related parties post-closure of the FD. It talks only about defending a breach. The legal opinion also does not address the violations of sections 177 and 185 when the FD was created and maintained as a security for the related party loans. It may be recalled that the management was well aware of the possibility that Yes Bank might appropriate this FD towards related party ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... quires that if the auditor identified information that is inconsistent with the auditor's final conclusion regarding a significant matter, the auditor shall document how the auditor addressed the inconsistency. None of the inconsistent evidence noted in this Order has been addressed by the Auditors. g) Paragraphs 10, 11, 12 and 13 of SA 700, and Paragraphs 17 to 20 of SA 200 i.e., failure to provide reasonable assurance, based on audit evidence and in compliance with applicable SAs, about whether the financial statements as a whole are free from material misstatement the Auditors fixed Performance materiality at Rs. 18.43 crore and overall materiality at Rs. 24.58 crore. , whether due to fraud or error. h) Paragraph 15 of SA 200, i.e., failure to plan and perform the audit with professional skepticism. 56) The auditors submitted in this regard that the September 2019 and December 2019 limited review reports have been qualified, the required communications to TCWG have been made, additional procedures including re-performance on a sample basis of the investigation commissioned by the Audit Committee have been performed, control deficiency evaluation in relation to non-preparatio ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... n and careful consideration of the impact on the audit report. The SAs address such situations in the form of prescriptions regarding the absence of sufficient appropriate audit evidence and scope limitations, which the Auditors did not follow despite concluding that the act of the bank was a mystery. Such a reply also indicates the following deficiencies in the overall audit approach. a. Risk of Material Misstatement: This implies there could be a higher risk of material misstatement related to the transaction, and the auditor might need to apply additional audit procedures to gain sufficient understanding and assurance. b. Professional Skepticism: The auditor would be expected to exercise heightened professional skepticism. This could involve questioning management's explanations, seeking corroborative evidence, and considering whether there may be fraud or error. c. Audit Evidence: The auditor must ensure they have obtained sufficient appropriate audit evidence regarding the transaction. If the transaction remains mysterious or unexplained, it might not be possible to conclude its validity, which could impact the audit opinion. d. Impact on Audit Report: If the auditor canno ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ce explained in paragraphs 16 to 63 above, since none of the work papers evidence such an objective review by the EQCR Partner. There is no documentation of any discussions in this regard, which is a mandatory procedure as per SA 220. Hence the charges in paragraph 64 are proved. Role of the Audit Firm 66) The Audit Firm in its response to SCN and also during the in-person hearing submitted that the SCN seeks to penalize the Firm based on specific criticism of an engagement team concerning an audit of a company's financial statements for two years, without specifying any specific / particular allegations against the Firm......the consequences of ...alleged professional misconduct stemming from such exercise of professional judgement/skepticism cannot be visited on the Firm and as a consequence on the other partneRs.who were not involved in the ..audit. . It is also submitted that the firm has a system of quality policies and procedures that were fully adhered to in the audit; therefore, there are no lases from the Firm's side. 67) In this regard, it is pertinent to point out that the SCN had specifically mentioned that M/s Deloitte Haskins Sells LLP, the Audit Firm, CA A.B. ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... mandates in detail the stipulations at the firm level . b. Within the above framework, the individual engagement partners are personally responsible Paragraphs 3, 4 and 8 of SA 220. for the quality of specific engagements to which they are assigned by the firm as per its policies. 69) When a firm is appointed as an auditor under Section 139, all the responsibilities cast under the Act are primarily on the firm. Hence the report issued by the Audit Firm, signed by EP, is the primary responsibility of the Audit Firm issuing the report under the Act. As mandated by Section 132, the responsibility of overseeing the quality of service of the professions associated with ensuring compliance with auditing standards rests with NFRA. Monitoring and enforcing compliance with standards of auditing (SA) is another statutory duty cast on NFRA. 70) Taking the above cardinal factors into account, Section 132 (4) of the Act empowers NFRA to investigate the matters of professional or other misconduct committed by any member or firm of chartered accountants, registered under the Chartered Accountants Act, 1949. Violation of the Act, SAS, or SQC 1 is one of the key ingredients of professional miscondu ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 132(4) of the Companies Act, 2013, read with Section 22 and Clause 5 of Part I of the Second Schedule of the Chartered Accountants Act, 1949 (No. 38 of 1949) as amended from time to time, which states that a CA is guilty of professional misconduct when he fails to disclose a material fact known to him which is not disclosed in a financial statement, but disclosure of which is necessary in making such financial statement where he is concerned with that financial statement in a professional capacity . The charge is proved since M/s Deloitte Haskins Sells LLP and CA A.B. Jani failed to disclose the absence of an actual reason for the closure of the FD and failed to consider in their audit report the impact of the absence of sufficient appropriate audit evidence regarding the FD matter, as detailed in Paragraphs 16 to 63 and 66 to 70 of this Order. The reporting under Section 143(12) was also inadequate due to the omission of this critical fact. b) M/s Deloitte Haskins Sells LLP and CA A.B. Jani and CA Rakesh Sharma committed professional misconduct as defined by Section 132 (4) of the Companies Act, 2013, read with Section 22 and Clause 7 of Part I of the Second Schedule of the Chart ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... -20 by M/s Deloitte Haskins Sells LLP, the Audit Firm, CA A.B. Jani and CA Rakesh Sharma, contained significant flaws violating multiple Auditing Standards and Section 142(12) of the Act. Key evidence related to significant transactions was totally omitted by the Auditors. The Engagement Quality Control Review was also found to be inadequate. These failures collectively resulted in erroneous reporting and misleading information to the investors, lenders, and the Central Government. Under Rule 9 of NFRA Rules 2018, the Audit Firm is being directed Refer paras 34 and 35 in page 12 of this Order to follow SA 560 which essentially requires them to revisit the audit report. 76) Because professional misconduct has been proved and considering the nature of violations and principles of proportionality and in view of the directions issued to the Audit Firm, we, in the exercise of powers under Section 132 (4) (c) of the Companies Act, 2013, order: a. Imposition of a monetary penalty of Rupees Two Crore upon M/s Deloitte Haskins Sells LLP. b. Imposition of a monetary penalty of Rupees Ten Lakhs upon CA A.B. Jani and in addition CA A.B. Jani is debarred for 5 years from being appointed as an a ..... X X X X Extracts X X X X X X X X Extracts X X X X
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