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TMI Blog2016 (5) TMI 1606X X X X Extracts X X X X X X X X Extracts X X X X ..... case of the appellants it would be necessary to consider the plaintiff's/Respondent No. 1's case as contained in the plaint. For the sake of convenience, in considering the plaint, we refer to the parties as arrayed in the plaint. Plaintiff's case in the plaint:-- 3. The Plaintiff's suit is inter alia for the recovery of the amount aggregating to Rs. 680,239,7,706.55 to be jointly and/or severally ordered and decreed to be paid by defendant Nos. 1 to 16 alongwith interest at 18% p.a. as per particulars of claim annexed as Exhibit 'U' to the plaint and for a further relief that defendant No. 20 be ordered and decreed to pay to the plaintiff a sum of Rs. 29.20 crores along with interest at 18% p.a. from the due date of payment and/or realization thereof as per prime zone agreement dated 10 February 2013. 4. As seen from the averments made in the Plaint, the Plaintiff is a company incorporated under the Indian Companies Act, 1956 which carries on business as a "Spot Exchange", providing for an electronic trading platform in spot contracts in commodities on delivery basis. The Plaintiff commenced its business operations from October, 2008. The Defendant No. 1 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... change. Trading at the plaintiff's exchange took place on the basis of this contract. The trading members were permitted to purchase and sell the commodities on the Exchange platform in the manner and on the terms as specified in the contracts. The plaintiffs permitted defendant No. 1 to trade on its exchange platform in contracts of various commodities. All trades conducted on the plaintiff's exchange were through the accounts which were held by defendant No. 1 in the HDFC Bank-New Delhi, HDFC-Ludhiana and State Bank of India-Karnal Branch details of which are set out by the Plaintiff in paragraph 6(d) of the plaint. These bank accounts would demonstrate that moneys were received by defendant No. 1 towards trades entirely executed by it on the exchange platform. 7. The case of the Plaintiff is that the defendant No. 1 was trading in paddy in Haryana and Punjab and has been executing T+2 and T+25 trades on the plaintiff's exchange. (T+2 would mean trade is concluded on "T" day and delivery and payment would be effected on second business day from "T" day by selling and buying member as the case may be and for T+25 delivery and payment would be effected on the 25th busi ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... he plaintiff exchange. An audit at the hands of SGS India Limited was prevented to be undertaken by the defendant No. 1. The plaintiff called upon the defendant No. 1 to make payment which had become due and payable for the outstanding trades undertaken by it on the plaintiff's exchange as settlement period had come to an end and trades were required to be settled vis-à-vis various buyers and sellers. It is the case of the plaintiff that from 19 July 2013 onwards the defendant No. 1 failed to make payment and as such had defaulted in payment of the installment amount. The plaintiff in accordance with the bye-laws and rules of the plaintiff took further steps to declare the defendant No. 1 and other similar trading members as defaulters. 10. The plaintiff has averred that the defendant No. 1 on behalf of itself and on behalf of its clients had admittedly entered into outstanding trades and was liable to pay the amounts that had fallen due thereunder along with interest at 18% p.a. from due dates until payment and/or realization thereof. Defendant Nos. 1 to 4 had acted upon the outstanding trades received benefits thereunder and caused the plaintiff exchange as also the v ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Sunder Gupta and on 5 July 2014 holding him responsible for the defaults committed on plaintiff exchange by the defendant Nos. 1 to 4. It is averred that defendant Nos. 1 to 4 have siphoned off the amounts and utilised the same towards buying real estate and towards producing movies. It is averred that the defendant Nos. 1 to 4 in connivance with defendant Nos. 5 to 16 will deal with the assets which are in their control and possession and exchange their moneys and/or their assets in such manner to defeat the claim of the plaintiff exchange. The defendant Nos. 5 to 16 as Directors/shareholders are in effective control of defendant Nos. 1 to 4 and are therefore in charge of the day-to-day affairs of defendant Nos. 1 to 4. Further inquiries by Economic Offences Wing indicates that persons in-charge of defendant Nos. 1 to 4 have utilized the moneys and that with ulterior motives and are seeking to defeat the claim of the plaintiffs. It is therefore, necessary, expedient and in the public interest as well as interest of all the stake holders that the claim of the plaintiff is required to be secured by restraining the defendant Nos. 5 to 16 from dealing with, disposing of or transferri ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... lienating, encumbering, parting with possession of and/or otherwise creating third party rights in respect of their movable and immovable assets as would be disclosed by the Defendant Nos. 1 to 16 in terms of prayer clause (f) above; l. pending hearing and final disposal of the suit, this Hon'ble Court be pleased to issue an injunction/direction/order restraining the Defendant Nos. 1 to 16 from and in any manner dealing with the funds deposited by them in various Banks as may be disclosed to this Hon'ble Court in accordance with prayer (f) above; m. An injunction restraining Defendant Nos. 1 to 16, their agents, representatives from dealing with, selling, transferring, alienating creating third party rights, in respect of and/or encumbering their movable/immovable properties/assets mortgaged/charged which may be disclosed as in possession and/or control of various Banks in any manner whatsoever; (p) An order appointing the Court Receiver, High Court, Bombay, with all powers under Order 40 Rule 1 of the Civil Procedure Code, of the assets of the Defendant Nos. 1 to 16 and such assets as may be disclosed and found including the power to take possession of the same and a ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... and 27 of the plaint. As the entire case of the Appellants is based on the averments as contained in these paragraphs, it would be relevant as also convenient to extract the contents of these paragraphs which read thus:-- "2. ..... ... ... The acts leading to the defaults committed on the Plaintiff Exchange could not have occurred without the knowledge and active participation of these Defendants. As will be demonstrated herein below, the Defendant Nos. 5 to 16 have utilized the corporate structure and identities of Defendant Nos. 1 to 4 for their own personal gain and are the real beneficiaries of the defaults that have occurred on the exchange platform. ... ......" 7. (zz)... ... ... The Defendant Nos. 5 to 16 are the Directors and shareholders of Defendant No. 1 and 4 respectively and are in charge of and responsible for the affairs of the Defendant No. 1 to 4, and as such, they are also liable to jointly and/or severally pay the amounts due from the Defendant Nos. 1 to 4 to the various counter-party investors under the Outstanding Trades. In any event, Defendant Nos. 1 to 4 in collusion with the erstwhile Managing Director of the Plaintiff and some of the managerial staff w ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... iff Exchange by Defendant Nos. 1 to 4. It is pertinent to mention that the investigating authorities namely Economic Offences Wing and Enforcement Directorate have stated in various newspaper articles that Defendant Nos. 1 to 4 have siphoned off the aforesaid amounts and utilized the same towards buying real estate and towards producing movies. In view of the above, the Plaintiff apprehends that, the Defendant No. 1 to 4 in connivance with Defendant Nos. 5 to 16 will deal with the assets in their control and possession and therefore exhaust the monies and/or their assets in such manner to defeat the claim of the Plaintiff's Exchange. The Defendant Nos. 5 to 16, as Directors/Shareholders/Company Secretary, are in effective control of Defendant Nos. 1 to 4 and are therefore in charge of the day to day affairs of the Defendant Nos. 1 to 4. It is submitted that the enquiry by the EOW clearly indicates that the persons in charge of Defendant Nos. 1 to 4 have utilized the monies for their own ulterior motives thereby seeking to defeat and defraud the claim of the Plaintiff. This is clearly borne out by the fact that the EOW has recently arrested Mr. Surender Gupta, as noted above. It ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... rsion of the monies received from the trades executed on the Plaintiff Exchange. The Plaintiff states that the Enforcement Directorate and the EOW are both statutory authorities. 15. The Plaintiff states that Defendant Nos. 5 to 16 have clearly benefited from the defaults that have occurred on the exchange platform. The Plaintiff states that the Defendant Nos. 5 to 16 as shareholders and directors of Defendant Nos. 1 to 4 have benefited from the monies deposited in the Bank Accounts of Defendant Nos. 1 to 4. Without prejudice to the above, the Plaintiff states that the Defendant Nos. 1 to 4 are in fact simply vehicles to perpetuate the illegalities which were conceived by Defendant Nos. 5 to 16 and which illegalities were of the sole benefit of Defendant Nos. 5 to 16." 16. The Defendant Nos. 14 and 15's case is that the above averments lack credible details so as to seek a relief against defendant Nos. 14 and 15 and defendant No. 4 company. It was contended that defendant Nos. 14 and 15 are nominee Directors. A meaningful reading of the plaint would clearly reveal that the grievances of the plaintiff are principally against Defendant No. 1, the Defendant No. 4 on whose behal ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... of action as also requirement of Order 6 Rule 4 of C.P.C. in relation to the allegation of fraud. 18. The learned single Judge by the impugned order has rejected the notices of motions filed by defendant Nos. 14 and 15 repelling the contentions as urged on behalf of defendant Nos. 14 and 15. The learned Single Judge held that the averments made in the plaint as read in its entirety clearly reveals a cause of action against defendant Nos. 14 and 15. The learned Single Judge held that the case in the plaint against Defendant Nos. 14 and 15 was of fraud and collusion and siphoning of fund. It is observed that substantial reliefs are prayed against the defendants jointly and severally to pay the Plaintiffs the amounts as claimed in the suit. As regards the contentions on the part of defendant Nos. 14 and 15 that the averments in the plaint against these Defendants including allegation of fraud are vague and not specific and have also been rejected. It is observed that there submissions are not borne out from holistic reading of the plaint. As regards immunity as claimed by Defendant No. 15 under the provisions of the International Finance Corporation (Status, Immunities and Privilege ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Pharmaceuticals Ltd. v. Neeta Bhalla & Anr. (2005)8 SCC 89; Mukesh Hans & Anr. v. Smt. Uma Bhasin & Ors. Judgement of Delhi High Court dated 16.8.2010 delivered in REA 14/2010 and CM No. 495/2010; Church of Christ Charitable Trust v. Ponniamman Educational Trust (2012)8 SCC 706; Om Prakash Khaitan v. Shree Keshariya Investment Ltd. (1978 Company Cases Vol.48 ); Shri. Amba Motors Agencies Pvt. Ltd. v. Registrar of Companies decided on 18.10.1978 1978 Company Cases (Delhi) 89 ; Bishundeo Narain & Anr. v. Seogeni Rai & Ors. (AIR 38 1951 Supreme Court 280); Liverpool & London S.P.&1 v. M.V. Sea Success Land & Anr. (2004)9 SCC 512. 21. On the other hand on behalf of Respondent No. 1/plaintiff Dr. Saraf would submit: "(i) that the contentions as urged on behalf of the appellants are wholly misconceived as the plaint is required to be read as a whole which makes it clear that the defendant Nos. 14 and 15 are necessary parties in the light of the claim as made out in the suit. (ii) Plaintiffs have clearly set out particulars of fraud. All assertions of the plaintiff against the defendants including the appellants can be proved in the suit. (iii) Plaintiffs have clearly averred in t ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... mplete reading of the plaint whether discloses a cause of action against Defendant Nos. 14 and 15. 23. Having perused the plaint, we have noted above the relevant averments in the context of the issues as arising in the present appeal. The averments in the plaint indicate that this is a composite suit where the plaintiff has sought reliefs of recovery of the money claimed against the defendants on contract as also by way of damages being a liability under the torts. This is clear from several averments of connivance between the defendants and the joint and several liability arising for payment as claimed by the Plaintiff's in making the suit claim. 24. In the context of these issues, the provisions of Order 1 of the Code of Civil Procedure, 1908 need to be noted which pertains to parties to a suit. Order I Rule 3 is as regards who may be joined as defendant and reads thus: "3. Who may be joined as defendants"- All persons may be joined in one suit as defendant where a) any right to relief in respect of, or arising out of the same act or transaction or series of acts or transactions is alleged to exist against such persons whether jointly, severally or in the alternative a ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... be fixed by the Court fails to do so, (c) where the relief claimed is properly valued by the plaintiff is written upon paper insufficiently stamped and the plaintiff on being required by the Court to supply the requisite stamp paper within a time to be fixed by the Court fails to do so. (d) where the suit appears from the statement in the plaint to be barred by any law." Relying on Order 7 Rule 11(a), defendant Nos. 14 and 15/contend that plaint is liable to be rejected qua these defendants as it does not disclose cause of action and more particularly for the reason that there are no material particulars in the plaint to show any connivance, collusion, fraud as alleged to be committed by these defendants as regards the transactions of Defendant No. 1 on the plaintiffs exchange. In this regard learned Senior Counsel for the appellants urge that under the provisions of Order 6 Rule 4, it is an obligation on the plaintiff to give particulars of fraud when a case of fraud and breach of trust is pleaded in the plaint. It is submitted that these can be the averments against the defendant No. 1 or for that matter against the defendant No. 4 but it can never be a case against these d ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... they were also liable to jointly and/or severally pay amounts due from defendant Nos. 1 to 4 to the plaintiff which was in fact the moneys of the counter-parties dealing on the exchange as set out in para 7 (zz) of the plaint. It is pertinent that the plaintiff in para 7 (zz) of the plaint has made categorical averments that defendant Nos. 1 to 4 in collusion with erstwhile managing director of the plaintiff and some of the managerial staff who directly reported to him, have orchestrated and played a fraud on the plaintiff and counter parties to the outstanding trades, by seeking to represent and assure that the commodities held thereunder have been duly deposited in warehouses designated by the plaintiff which representations were false to their own knowledge and which were deliberately and with an intent to defraud the plaintiff and counter parties and have thereby caused the counter-parties to part their moneys and enter into outstanding trades on the basis of such fraudulent representations and assurances and further have compounded the fraud so played by refusing an access to the designated warehouses for parties of accepting commodities that were purportedly deposited and/or ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... or assets in such a manner to defeat the claim of plaintiff's exchange. It is stated that defendant Nos. 5 to 16 as Directors/shareholders are in effective control of defendant Nos. 1 to 4 and are therefore, in-charge of day-to-day affairs of defendant Nos. 1 to 4 and that enquiry of the Economic Offences wing clearly indicates that persons in charge of defendant Nos. 1 to 4 have utilized their monies for ulterior motives and/or are seeking to defeat and defraud the claim of the plaintiffs. This was borne out by the fact that the Economic Offences wing had arrested Mr. Surendra Gupta Managing Director of defendant No. 1. 30. Thereafter, in para 15 of the plaint, the plaintiff have averred that defendant Nos. 5 to 16 have clearly benefited from the defaults that have occurred on the exchange platform and that defendant Nos. 5 to 16 as shareholders and directors of defendant Nos. 1 to 4 have benefited from the moneys deposited in the bank accounts of defendant Nos. 1 to 4. and that defendant Nos. 1 to 4 were in fact simply vehicles to perpetuate the illegalities which were conceived by defendant No. 5 which illegality was for the sole benefit of defendant Nos. 5 to 15. According ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... s obligations on the plaintiff 's exchange. The plaintiff have further stated that this large scale defaults and fraud was also a subject matter of investigation of Economic Offences wing (EOW). Articles appeared in newspapers on this investigation of the EOW which further high-lighted that defendant Nos. 1 to 4 and their management namely defendant Nos. 5 to 16 were responsible for siphoning the amount outstanding to the plaintiff. The case of the plaintiff that these acts of defendants committing fraud on the plaintiff's exchange could not have occurred without the knowledge and active participation of the defendants. 32. The case of the plaintiff is also that the amounts siphoned by defendant Nos. 1 to 4 again by playing fraud on the plaintiff has been deposited in the bank account of the defendant Nos. 1 to 4 and defendant No. 5 to 16 Directors and shareholders of defendant Nos. 1 to 4. It is the case of the plaintiff that in fact defendant Nos. 1 to 4 are simply vehicles to perpetuate illegalities conceived at the hands of defendant Nos. 5 to 16. It is thus, the case of the plaintiff that defendant Nos. 1 to 4 along with defendant Nos. 5 to 16 are responsible for larg ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... us the plaint deserves to be rejected against the appellants in our view, is also misconceived for two reasons: firstly, for the reason that fraud which is played on the plaintiffs is by defendant Nos. 1 to 4. Defendant Nos. 1 to 4 admittedly are Corporate entities acting through Directors namely appellants and others. It is not in dispute that at the relevant time, defendant Nos. 14 and 15 were Directors of defendant No. 4. An averment is made that in fact they were responsible for the day-to-day affairs of the management of defendant No. 4. Further, there is an averment in the plaint that these directors are the beneficiaries of the illegalities and fraud which is perpetuated by defendant No. 4 as also they are beneficiaries of the amounts which in fact are amounts entitled and liable to be paid to the plaintiff. We do not see as to how these averments are not sufficient to satisfy the requirement of Order 6 Rule 4 of the C.P.C. Secondly, such submissions on behalf of Defendant Nos. 14 and 15 also cannot be accepted as these submissions overlook a holistic reading of the plaint. If a holistic reading of the plaint makes out a case of fraud, siphoning of funds and such an activity ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ions failed on account joint and several acts on the part of the Defendants as contented in the plaint. 37. As regards the contention as raised on behalf of the defendant Nos. 14 and 15 that they are nominee Directors and therefore, they cannot be held liable for any contractual defaults on the part of the company, we see no merit in this contention. The learned single Judge has rightly observed that such a contention can never be a ground for rejecting the plaint and/or striking name of the defendant Nos. 14 and 15 as it can never be an absolute proposition that there can never be any action whatsoever against nominee Directors or even if Directors have played a fraud. The averments in the plaint in that regard cannot be overlooked which are of collusion/siphoning of moneys and fraud and the defendant's directors being the beneficiaries of these moneys which were liable to be paid to the plaintiffs. Reliance on behalf of the appellants on the decision of the Delhi High Court in the case of "Omprakash Khetan v. Shree Keshaviya Investment Ltd., (1978 Vol.48 Company Cases 85 )", therefore, is completely misconceived as it was not a case under Order 7 Rule 11 of the C.P.C., but i ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... nd collusion, and that while deciding an application under Order 7 Rule 11 the Court cannot decide the disputed question of fact and law and, thus, even a plea of such immunity would become a mix question of law and fact would be decided at the trial of the suit. 39. In our view, this is a case where the facts speaks for themselves as seen from the averments in the plaint which indicate that it is not only the contract entered by the Plaintiff with Defendant No. 1 which has given rise to the cause of action for the suit but something which is beyond the contract and involving actions of Defendant Nos. 2 to 16 which are all interconnected. The plaint pleads of a large scale and well thought-out design to cause losses to the Plaintiffs in the extensive manner as set out in the plaint. Further, the distinctive feature is that this money which is being claimed by the Plaintiff is the money which are the claims and entitlement of the other members on the exchange for whose benefit the transactions came to be entered at the Plaintiffs' exchange. The plaintiff owed an obligation to these members and their legitimate entitlement to have the goods traded on the plaintiff's exchange ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... adopted to defeat justice on hair-splitting technicalities. It is held that whenever the question about lack of pleadings is raised, the enquiry should not be so much about the form of the pleadings but the endeavour of the Court should be to ascertain the substance of the pleadings. In ascertaining whether the plaint shows cause of action, the Court is not required to elaborate the inquiry in the doubtful or complicated question of law and fact. The endeavour of the Court would be to ascertain whether on the allegations a cause of action is shown and so long as the plaint discloses the same cause of action, and so raises a question, fit to be decided by a Judge. Order 7 Rule 11(a) of C.P.C. though would confer a power on the Court to reject a plaint on failure on the part of the Plaintiff to disclose a cause of action, but such power should not be exercised when averments made in the plaint and the documents upon which the reliance has been placed would disclose a cause of action. 42. As regards the contention as urged on behalf of defendant Nos. 14 and 15 that there is no cause of action against Defendant Nos. 14 and 15, inasmuch as this suit is based on a contract between the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... different defendants. The fact that so far as the different defendants are concerned, their liability arises out of their different legal relationships with the plaintiff would not, in my opinion, bar this suit and drive the plaintiff to institute separate suits. Order 1 R.3 and O.2 R.4 are directed towards avoiding multiplicity of litigation. What would be the result of giving effect to the view propounded/The plaintiff would first have to institute a suit, against defendant 1 alone and establish a breach of contract. If he succeeded in so doing, he would then have to institute another suit against defendant 1 and the added defendants and again establish, first, the breach of the contract because the other defendants not being parties to first suit would not be bound by any decision arrived at therein; he would also have to establish conspiracy. It may be that in the second suit the added defendants may succeed in showing that there was no breach of contract. This would lead to conflicting decision on the same issue. It is to avoid such anomalies and inconsistencies that the Code has provided that one suit is permissible. It is true that the claim against defendant 1 is based on ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... "In substance the shareholder had one grievance. Call its cause of action or what you like, and in substance he has cue complaint and all the persons he sues have, according to him been guilty of conduct which gives him a right to relief in respect of that one thing which they have done, namely, the issuing of a prospectus." The position here is the same. The plaintiff has one grievance viz. That the contract has been broken and he alleges that all the defendants have joined or conspired together in causing this breach. I can see no reason why one suit against all should not be allowed." 43. Further in this context on behalf of the Appellants the reliance on the decision in Rajkot Municipal Corporation v. Manjulaben Jayantilal Nakum & Ors (1997) 9 SCC 552, would not assist Defendant Nos. 14 and 15. In this case the Respondent Manjulaben had filed a Suit, claiming damages against the Municipal Corporation on the ground that the Municipal Corporation had failed in its statutory duty to check the healthy condition of trees, as her husband had died by falling of a tree which, according to Majulaben was not maintained in a healthy condition by the Municipal Corporation. It was her clai ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... canvassed on behalf of the defendant Nos. 14 and 15/Appellant would not become applicable in the facts of the present case. In considering such pleas, the facts and circumstances as borne out in the pleadings in each case are required to be considered so as to determine as to whether any cause of action is made out or otherwise before exercising power as conferred under Order 7 Rule 11(a) of C.P.C. 45. The Appellants reliance on the decision of the Supreme Court in the case of S.M.S. Pharmaceuticals Ltd. v. Neeta Bhalla & anr) (2005) 8 SCC 89 is in support of their submission that merely because the Appellants were Directors of Defendant No. 4 Company, there cannot be any monetary liability on the Directors and the liability would be of the company. The Supreme court observed that there is no universal rule that a Director of a company would be in-charge of its day-to-day affairs. However, the Supreme Court at the same time observed that as to what was the role of the Director of a Company is a question of fact depending on the peculiar facts in each case. This decision arose out of the proceedings initiated under sections 141, 138 of the Negotiable Instruments Act, 1881 and in th ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... there are sufficient averments for us to conclude that interference under the powers of the Court under Order 7 Rule 11(a) read with Order 1 Rule 10(2) is not warranted at this stage. 48. In view of our above observations, the reliance in the decision of "Church of Christ Charitable Trust and Educational Charitable Society v.Ponniamman Educational Trust, (2012)8 SCC 706" would also not assist the Appellants. We are in complete agreement with the contentions as urged on behalf of the Plaintiff/Respondent No. 1 that the plaint has made out a cause of action against defendants Nos. 14 and 15. The reliance on the part of the Plaintiff on the decision of the Supreme Court in the case "Sopan v. Assistant Charity Commissioner" (supra) in support of the proposition that the intention of the party concerned is to be gathered primarily from its tenor and terms of the pleadings taken as a whole and no pedantic approach should be adopted to defeat justice on hair-spitting technicalities, is well founded. 49. We may thus observe that the plaint in the present case contains a statement of all the material circumstances constituting fraud. It is trite law that an application under Order 7 Rule ..... X X X X Extracts X X X X X X X X Extracts X X X X
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