The ACIT, Circle-9,, Surat v. M/s. Marvin Gems, Surat

ITA 3435/AHD/2008 | 2005-2006
Pronouncement Date: 29-10-2010 | Result: Dismissed

Appeal Details

RSA Number 343520514 RSA 2008
Assessee PAN AAFFM1051L
Bench Ahmedabad
Appeal Number ITA 3435/AHD/2008
Duration Of Justice 2 year(s) 12 day(s)
Appellant The ACIT, Circle-9,, Surat
Respondent M/s. Marvin Gems, Surat
Appeal Type Income Tax Appeal
Pronouncement Date 29-10-2010
Appeal Filed By Department
Order Result Dismissed
Bench Allotted B
Tribunal Order Date 29-10-2010
Date Of Final Hearing 28-10-2010
Next Hearing Date 28-10-2010
Assessment Year 2005-2006
Appeal Filed On 17-10-2008
Judgment Text
IN THE INCOME TAX APPELLATE TRIBUNAL IN THE INCOME TAX APPELLATE TRIBUNAL IN THE INCOME TAX APPELLATE TRIBUNAL IN THE INCOME TAX APPELLATE TRIBUNAL AHMEDABAD BENCH AHMEDABAD BENCH AHMEDABAD BENCH AHMEDABAD BENCH B BB B BEFORE BEFORE BEFORE BEFORE SHRI SHRI SHRI SHRI N NN N. .. .S. SAINI S. SAINI S. SAINI S. SAINI ACCOUNTANT MEMBER ACCOUNTANT MEMBER ACCOUNTANT MEMBER ACCOUNTANT MEMBER AND AND AND AND SHRI SHRI SHRI SHRI MAHAVIR SINGH JUDICIAL MEMBER MAHAVIR SINGH JUDICIAL MEMBER MAHAVIR SINGH JUDICIAL MEMBER MAHAVIR SINGH JUDICIAL MEMBER DATE OF HEARING :28-10-10 DRAFTED ON:28-10-10 ITA NO. 3435 /AHD/ 2008 ASSESSMENT YEAR :2005-06 ASSISTANT COMMISSIONER OF INCOME TAX CIRCLE-9 ROOM NO.423 4 TH FLOOR AAYAKAR BHAVAN MAJURA GATE SURAT. VS. M/S. MARVIN GEMS 414 SAHYOG CHAMBERS SARDAR CHOWK VARACHHA ROAD SURAT. PAN/GIR NO. : AAFFM 1051L (A PPELLANT ) .. ( RESPONDENT ) APP ELLANT BY : SHRI K. MADHUSUDAN SR. D.R. RESPONDENT BY: SHRI SAPNESH SHETH O R D E R O R D E R O R D E R O R D E R PER N.S.SAINI ACCOUNTANT MEMBER :- THIS IS AN APPEAL FILED BY THE REVENUE AGAINST THE ORDER OF THE LEARNED COMMISSIONER OF INCOME TAX (APPEALS)-V SURAT DATED 3-7-2008. 2. THE REVENUE IN ITS APPEAL HAS TAKEN FOLLOWING GROUNDS OF APPEAL:- GROUND NO.1 READS AS UNDER:- ON THE FACTS AND IN THE CIRCUMSTANCES OF THE CAS E AND IN LAW THE LEARNED COMMISSIONER OF INCOME TAX (APPEALS) HAS ER RED IN DELETING THE ADDITION OF`.3 50 000/- MADE BY THE ASSESSING OFFIC ER ON ACCOUNT OF EXCESS LABOUR PAYMENTS MADE BY THE ASSESSEE TO ITS CONTRACTORS WITHOUT APPRECIATING THE FACTS OF THE CASE. 3. THE BRIEF FACTS OF THE CASE ARE THAT APPELLANT I S A PARTNERSHIP FIRM ENGAGED IN THE BUSINESS OF MANUFACTURING OF POLISHE D DIAMONDS AFTER GETTING THE ROUGH DIAMONDS PROCESSED THROUGH CONTRACTORS AN D EXPORTING POLISHED DIAMONDS. IN THE COURSE OF ASSESSMENT PROCEEDINGS ASSESSING OFFICER OBSERVED THAT ASSESSEE CLAIMED LABOUR CHARGES AT TH E RATE OF `.425/- PER CARAT PAGE 2 OF 7 WHEREAS THE SIMILAR MANUFACTURING CONCERNS HAVE MAD E PAYMENTS IN THE RANGE OF `. 250 TO `.350/-. IT WAS ALSO OBSERVED BY ASSES SING OFFICER THAT RATES OF LABOUR CHARGES HAS DECREASED AS COMPARED TO EARLIER YEARS WHEREAS AS PER THE NORMAL ROUTINE THE LABOUR CHARGES SHOULD INCREASE ALONG WITH INFLATION. HE ALSO OBSERVED THAT DIAMOND MANUFACTURING PROCESS INVOLVE S DIFFERENT PROCESSES FOR WHICH DIFFERENT SPECIALIST WORKERS WORK ON THAT PAR TICULAR PART ONLY AND ARE PAID CHARGES OF `.3-4 MAKING TOTAL COST OF POLISHING ENT IRE DIAMOND TO `.12 TO 15. HE STATED THAT DATA PRODUCED BY ASSESSEE IS ONLY COMPU TERIZED ONE ORCHESTRATED FOR PURPOSE OF TAXATION. HE ALSO STATED THAT ASSESS EE FAILED TO GIVE QUALITY WISE DETAILS OF CLOSING STOCK AND ALSO FAILED TO POINT O UT WHICH ROUGH DIAMOND WERE YIELDING WHAT KIND OF POLISHED DIAMOND. ON THE BASI S OF THESE OBSERVATIONS HE MADE DISALLOWANCE OF `.4 00 000/- OUT OF LABOUR CHA RGES. 4. ON APPEAL BEFORE THE LEARNED COMMISSIONER OF IN COME TAX (APPEALS) LEARNED AUTHORISED REPRESENTATIVE OF THE ASSESSEE S UBMITTED THAT ALL THE LABOUR PARTIES ARE ASSESSED TO TAX AND COMPLETE DET AILS RELATING TO THEIR PAN NUMBERS AS ALSO CONFIRMATIONS WERE FILED IN THE COU RSE OF ASSESSMENT PROCEEDINGS. IT WAS CONTENDED THAT ASSESSEE HAS AL SO MADE TDS FROM LABOUR PAYMENTS AND NONE OF THE PARTIES ARE RELATED TO ASS ESSEE. IT WAS ALSO ARGUED THAT LABOUR CHARGES IN PRECEDING YEAR WAS ALSO MADE AT THE RATE OF `.425/- PER CARAT AND ASSESSMENT WAS COMPLETED UNDER SCRUTINY W HEREIN NO SUCH DISALLOWANCE WAS MADE. IT WAS CONTENDED THAT RATE O F LABOUR CHARGES HAS REDUCED AS COMPARED TO EARLIER YEARS AND AS SUCH NO ADVERSE INFERENCE WAS CALLED FOR. IT WAS ALSO ARGUED THAT ASSESSEE HAS MA INTAINED QUANTITATIVE DETAILS AND FILED COMPLETE DETAILS RELATING TO MOVEMENT OF ROUGH DIAMONDS ISSUED AND INFLOW OF POLISHED DIAMONDS FROM PRODUCTION. 5. AFTER CONSIDERING THE SUBMISSIONS OF THE LEARNED AUTHORISED REPRESENTATIVE OF THE ASSESSEE THE LEARNED COMMISS IONER OF INCOME TAX (APPEALS) HELD AS UNDER :- I HAVE CAREFULLY CONSIDERED THE CONTENTION OF THE APPELLANT AS WELL AS THAT OF THE ASSESSING OFFICER. THE ASSESSING OFF ICER HAS MADE THE DISALLOWANCE MAINLY ON THE GROUND THAT OTHER UNITS ARE CLAIMING LABOUR CHARGES IN THE RANGE OF `.250 TO `.350 PER CARAT W HEREAS ASSESSEE HAS CLAIMED THE SAME AT THE RATE OF `.425/- PER CARAT. IN MY OPINION IF ASSESSING OFFICER WANTS TO APPLY SAID RATE IN THAT CASE IT HAS TO BE PROVED BEYOND ANY SHADOW OF DOUBT THAT THERE ARE AB SOLUTELY NO DIFFERENCE IN THE NATURE OF MANUFACTURING ACTIVITY QUALITY OF ROUGH PAGE 3 OF 7 DIAMONDS AND POLISHED DIAMONDS ETC. IN THE INSTANT CASE IT IS SEEN THAT ASSESSEE HAS ALSO FILED CONFIRMATION OF LABOUR PART IES WITH THEIR PAN NUMBERS. THE ASSESSEE HAS ALSO MADE TDS FROM LABOUR PAYMENTS MADE TO PARTIES AND ALL OF THEM ARE ASSESSED TO TAX. AS SUCH DISALLOWANCE CANNOT BE MADE ON THE BASIS OF RATES AT WHICH OTHER PARTIES ARE MAKING PAYMENT OF LABOUR CHARGES. IT IS FURTHER SEEN FROM THE CHART AT PAGE-5 OF ASSESSMENT ORDER THAT IN ASSESSMENT YEAR 2003-04 TH E RATE OF LABOUR CHARGES WAS ONLY `.401/- PER CARAT. FURTHER AS COM PARED TO PRECEDING YEAR IT IS SEEN THAT THERE IS A SLIGHT FALL IN G.P. MARGIN AND HENCE ELEMENT OF INFLATION IN LABOUR EXPENDITURE CANNOT ENTIRELY BE RULED OUT. HENCE IN MY CONSIDERED OPINION LUMP SUM DISALLOWANCE OF `.5 0 000/- IN THIS REGARD WILL BE VERY MUCH FAIR. ACCORDINGLY BALANCE ADDITION OF `.3 50 000/- IS HEREBY DELETED. 6. WE HAVE HEARD THE RIVAL SUBMISSIONS AND PERUSED THE MATERIALS AVAILABLE ON RECORD. IN THE INSTANT CASE THE LEARN ED ASSESSING OFFICER DISALLOWED `.4 LACS ON ESTIMATE OUT OF LABOUR CHARG ES EXPENDITURE CLAIMED BY THE ASSESSEE ON THE GROUND THAT THE RATE OF LABOUR CHARGES PER CARAT CLAIMED BY THE ASSESSEE WAS MORE THAN SIMILAR LABOUR CHARGE S PAID BY OTHER ASSESSEES. 7. ON APPEAL THE LEARNED COMMISSIONER OF INCOME TA X (APPEALS) RESTRICTED THE DISALLOWANCE TO `.50 000/- BY OBSERV ING AS UNDER:- I HAVE CAREFULLY CONSIDERED THE CONTENTION OF TH E APPELLANT AS WELL AS THAT OF THE ASSESSING OFFICER. THE ASSES SING OFFICER HAS MADE THE DISALLOWANCE MAINLY ON THE GROUND THAT OTHER UN ITS ARE CLAIMING LABOUR CHARGES IN THE RANGE OF `.250 TO `.350 PER C ARAT WHEREAS ASSESSEE HAS CLAIMED THE SAME AT THE RATE OF `.425/- PER CAR AT. IN MY OPINION IF ASSESSING OFFICER WANTS TO APPLY SAID RATE IN THAT CASE IT HAS TO BE PROVED BEYOND ANY SHADOW OF DOUBT THAT THERE ARE AB SOLUTELY NO DIFFERENCE IN THE NATURE OF MANUFACTURING ACTIVITY QUALITY OF ROUGH DIAMONDS AND POLISHED DIAMONDS ETC. IN THE INSTANT CASE IT IS SEEN THAT ASSESSEE HAS ALSO FILED CONFIRMATION OF LABOUR PART IES WITH THEIR PAN NUMBERS. THE ASSESSEE HAS ALSO MADE TDS FROM LABOUR PAYMENTS MADE TO PARTIES AND ALL OF THEM ARE ASSESSED TO TAX. AS SUCH DISALLOWANCE CANNOT BE MADE ON THE BASIS OF RATES AT WHICH OTHER PARTIES ARE MAKING PAYMENT OF LABOUR CHARGES. IT IS FURTHER SEEN FROM THE CHART AT PAGE-5 OF ASSESSMENT ORDER THAT IN ASSESSMENT YEAR 2003-04 TH E RATE OF LABOUR CHARGES WAS ONLY `.401/- PER CARAT. FURTHER AS COM PARED TO PRECEDING YEAR IT IS SEEN THAT THERE IS A SLIGHT FALL IN G.P. MARGIN AND HENCE ELEMENT OF INFLATION IN LABOUR EXPENDITURE CANNOT ENTIRELY BE RULED OUT. HENCE IN MY CONSIDERED OPINION LUMP SUM DISALLOWANCE OF `.5 0 000/- IN THIS REGARD WILL BE VERY MUCH FAIR. ACCORDINGLY BALANCE ADDITION OF `.3 50 000/- IS HEREBY DELETED. 8. THE LEARNED DEPARTMENTAL REPRESENTATIVE RELIED U PON THE ORDER OF THE LEARNED ASSESSING OFFICER AND LEARNED AUTHORISED RE PRESENTATIVE OF THE ASSESSEE RELIED UPON THE ORDER OF THE LEARNED COMMI SSIONER OF INCOME TAX PAGE 4 OF 7 (APPEALS). WE FIND THAT NO SPECIFIC ERROR IN THE OR DER OF THE LEARNED COMMISSIONER OF INCOME TAX (APPEALS) COULD BE POINT ED OUT BY THE LEARNED DEPARTMENTAL REPRESENTATIVE. IN THE INSTANT CASE N O MATERIAL WAS BROUGHT ON RECORD TO SHOW THAT LABOUR CHARGES CLAIMED BY THE A SSESSEE WERE NOT SUPPORTED BY THE VOUCHERS. IT IS ALSO NOT THE CASE OF THE REVENUE THAT THE PARTIES IN QUESTION WAS HIT BY THE PROVISIONS OF SE CTION 40A (2) (B) OF THE ACT. IN THE ABOVE CIRCUMSTANCES WE DO NOT FIND ANY INFIRMI TY IN THE ORDER OF THE LEARNED COMMISSIONER OF INCOME TAX (APPEALS). IT IS CONFIRMED AND THE GROUND OF APPEAL OF THE REVENUE IS DISMISSED. 9. GROUND NO.2 READS AS UNDER:- ON THE FACTS AND IN THE CIRCUMSTANCES OF THE CASE AND IN LAW THE LEARNED COMMISSIONER OF INCOME TAX (APPEALS) HAS ER RED IN TREATING THE LOSS OF `.5 29 446/- ON CANCELLATION OF FORWARD CON TRACTS AS BUSINESS LOSS AS AGAINST THE SPECULATION LOSS HELD BY THE ASSESSI NG OFFICER WITHOUT APPRECIATING THE FACTS OF THE CASE. 10 THE BRIEF FACTS OF THE CASE ARE THAT TREATMENT O F FORWARD CONTRACT CANCELLATION LOSS INSTEAD OF BUSINESS LOSS AS CLAIM ED BY ASSESSEE. THE ASSESSING OFFICER HAS TREATED SAID LOSS AS SPECULAT ION LOSS ON THE GROUND THAT ASSESSEE HAS DONE TO SPECULATION TO PROTECT HIMSELF FROM PRICE FLUCTUATION THAT HAPPENS DUE TO INCREASE OR DECREASE IN DOLLAR PRICE . HE STATED THAT ASSESSEE HAS NOT COMPLETED THE CONTRACTS AND HAS CANCELLED T HE CONTRACT IN BETWEEN ANTICIPATING LOSS. ACCORDING TO ASSESSING OFFICER T HIS ITSELF DEFEATS THE OBJECTIVE OF MAKING FORWARD CONTRACTS. ASSESSING OFFICER PLAC ED RELIANCE ON PROVISIONS OF SECTION 43(5) OF THE ACT FOR TREATING THE SAID LOSS AS SPECULATION LOSS. 11. ON APPEAL BEFORE THE LEARNED COMMISSIONER OF I NCOME TAX (APPEALS) THE LEARNED AUTHORISED REPRESENTATIVE OF THE ASSESS EE ARGUED THAT FORWARD CONTRACTS ENTERED INTO BY ASSESSEE ARE IN THE NATUR E OF HEDGING TRANSACTIONS. IT HAS BEEN POINTED OUT THAT FORWARD CONTRACTS WERE EN TERED INTO AGAINST SPECIFIC IMPORT/EXPORT ORDER/INVOICES. IT WAS ARGUED THAT TW O CONTRACTS WERE REQUIRED TO BE CANCELLED DUE TO CANCELLATION OF EXPORT ORDERS A ND ONE CONTRACT PERTAINING TO IMPORT CONTRACT WAS REQUIRED TO BE CANCELLED DUE TO NON-AVAILABILITY OF FUNDS. IT HAS BEEN ARGUED THAT SINCE CONTRACTS HAVE BEEN E NTERED INTO AGAINST SPECIFIC IMPORT/EXPORT ORDERS/INVOICES THERE WAS NO QUESTIO N OF SPECULATION. IN SUPPORT OF ABOVE CONTENTION LEARNED AUTHORISED REPRESENTAT IVE OF THE ASSESSEE PLACED PAGE 5 OF 7 RELIANCE ON DECISION IN THE CASE OF COMMISSIONER OF INCOME TAX VS. BADRIDAS GAURIDU (P) LTD. (BOM.) (261 ITR 256) D. KISHORKUM AR & CO. VS. DCIT (39-A BCAJ PAGE-145). 12. AFTER CONSIDERING THE SUBMISSIONS OF THE LEARN ED AUTHORISED REPRESENTATIVE OF THE ASSESSEE. THE LEARNED COMMISS IONER OF INCOME TAX (APPEALS) HAS HELD AS UNDER:- I HAVE CONSIDERED THE REASONS GIVEN BY ASSESSING OFFICER AND ALSO THE SUBMISSIONS OF ASSESSEE. IT IS SEEN THAT THERE ARE BASICALLY FIVE FORWARD EXCHANGE CONTRACTS CANCELLED DURING THE YEA R UNDER CONSIDERATION. I FIND THAT ALL THE CONTRACTS ARE AG AINST SPECIFIC IMPORT/EXPORT ORDER/INVOICES. IT IS A KNOWN FACT TH AT PERSONS WHO ARE ENGAGED IN THE BUSINESS OF IMPORT/EXPORT ARE EXPOSE D TO THE RISK OF FLUCTUATION IN THE EXCHANGE RATE OF CURRENCY. IT IS THEREFORE QUITE NATURAL THAT IN ORDER TO MINIMIZE THE RISK THEY MAY ENTER I NTO SUCH CONTRACTS WITH BANKS. AS SUCH THE FORWARD EXCHANGE CONTRACTS ARE V ERY MUCH IN THE NATURE OF HEDGING TRANSACTIONS AND THEREFORE THE S AME CANNOT BE TREATED AS DONE WITH SPECULATIVE INTENT. THE PROVIS IONS OF SECTION 45(3) ARE NOT APPLICABLE TO SUCH KIND OF CONTRACTS. THE P OINT AT ISSUE STANDS COVERED BY THE JUDICIAL PRONOUNCEMENTS RELIED UPON BY LEARNED AUTHORISED REPRESENTATIVE OF THE ASSESSEE. HENCE L OSS ARISING ON CANCELLATION OF FORWARD CONTRACT IS ALLOWED AS BUS INESS LOSS AND HENCE THIS GROUND OF APPEAL IS ALLOWED. 13. WE HAVE HEARD THE RIVAL SUBMISSIONS AND PERUSED THE MATERIALS AVAILABLE ON RECORD. IN THE INSTANT CASE THE ASSESSEE HAS SU FFERED LOSS ON CANCELLATION OF FORWARD EXCHANGE CONTRACT WHICH WAS DISALLOWED BY T HE LEARNED ASSESSING OFFICER AMOUNTING TO `.5 29 446/- BY INVOKING PROVI SIONS OF SECTION 43(5). THE CIT (A) DELETED THE ABOVE ADDITION BY OBSERVING AS UNDER :- I HAVE CONSIDERED THE REASONS GIVEN BY ASSESSING OFFICER AND ALSO THE SUBMISSIONS OF ASSESSEE. IT IS SEEN TH AT THERE ARE BASICALLY FIVE FORWARD EXCHANGE CONTRACTS CANCELLED DURING TH E YEAR UNDER CONSIDERATION. I FIND THAT ALL THE CONTRACTS ARE AG AINST SPECIFIC IMPORT/EXPORT ORDER/INVOICES. IT IS A KNOWN FACT TH AT PERSONS WHO ARE ENGAGED IN THE BUSINESS OF IMPORT/EXPORT ARE EXPOSE D TO THE RISK OF FLUCTUATION IN THE EXCHANGE RATE OF CURRENCY. IT I S THEREFORE QUITE NATURAL THAT IN ORDER TO MINIMISE THE RISK THEY MAY ENTER I NTO SUCH CONTRACTS WITH BANKS. AS SUCH THE FORWARD EXCHANGE CONTRACTS ARE V ERY MUCH IN THE NATURE OF HEDGING TRANSACTIONS AND THEREFORE THE S AME CANNOT BE TREATED AS DONE WITH SPECULATIVE INTENT. THE PROVIS IONS OF SECTION 45(3) ARE NOT APPLICABLE TO SUCH KIND OF CONTRACTS. THE P OINT AT ISSUE STANDS COVERED BY THE JUDICIAL PRONOUNCEMENTS RELIED UPON BY LEARNED AUTHORISED REPRESENTATIVE OF THE ASSESSEE. HENCE L OSS ARISING ON PAGE 6 OF 7 CANCELLATION OF FORWARD CONTRACT IS ALLOWED AS BUS INESS LOSS AND HENCE THIS GROUND OF APPEAL IS ALLOWED. 14. THE LEARNED DEPARTMENTAL REPRESENTATIVE COULD N OT POINT OUT ANY ERROR IN THE FINDINGS OF THE LEARNED COMMISSIONER OF INCO ME TAX (APPEALS). WE FIND THAT THE LEARNED ASSESSING OFFICER HIMSELF HAS ADMI TTED IN THE ORDER OF ASSESSMENT THAT THE ASSESSEE HAS ENTERED INTO FOREI GN EXCHANGE CONTRACT TO PROTECT ITSELF FROM LOSS ARISING OUT OF FLUCTUATION IN RATE OF FOREIGN EXCHANGE. THUS IN THE INSTANT CASE IT IS NOT IN DOUBT OR DE BATE THAT THE FOREIGN EXCHANGE CONTRACT ENTERED INTO BY THE ASSESSEE WAS IN THE NA TURE OF HEDGING TRANSACTION. THEREFORE MERELY BECAUSE THE ASSESSEE ULTIMATELY C ANCELLED SUCH FORWARD EXCHANGE CONTRACT CANNOT BE ALLEGED AS SPECULATION TRANSACTION WITHIN THE MEANING OF SECTION 43(5) OF THE ACT. WE THEREFORE DO NOT FIND ANY ERROR IN THE ORDER OF THE CIT (A). IT IS CONFIRMED AND THE GROUN D OF APPEAL OF THE REVENUE IS DISMISSED. 15. IN THE RESULT THE APPEAL OF THE REVENUE IS DIS MISSED. ORDER SIGNED DATED AND PRONOUNCED IN THE COURT ON THIS 29 TH DAY OF OCTOBER 2010. SD/- SD/- ( MAHAVIR SINGH) (N.S. SAINI) JUDICIAL MEMBER AC COUNTANT MEMBER AHMEDABAD; ON THIS 29 TH DAY OF OCTOBER 2010 COMPILED AND COMPARED BY: PATKI COPY OF THE ORDER FORWARDED TO : 1. THE APPELLANT 2. THE RESPONDENT 3. THE CIT CONCERNED 4. THE LD. CIT (APPEALS)-V SURAT. 5. THE DR AHMEDABAD BENCH 6. THE GUARD FILE. BY ORDER //TRUE COPY// (DY./ASSTT.REGISTRAR) ITAT AHMEDABAD PAGE 7 OF 7 DATE INITIALS 1. DRAFT DICTATED ON 28-10-2010 ------------- ------ 2. DRAFT PLACED BEFORE AUTHORITY 28-10-2010 ---- --------------- 3. DRAFT PROPOSED & PLACED 29-10-2010 ---------- --------- JM BEFORE THE SECOND MEMBER 4. DRAFT DISCUSSED/APPROVED 29-10-2010 --------- ---------- JM/AM BY SECOND MEMBER 5. APPROVED DRAFT COMES TO P.S 29-10-2010 ------- ------------- 6. KEPT FOR PRONOUNCEMENT ON 29-10-2010 -------- ------------ 7. FILE SENT TO THE BENCH CLERK 29-10-2010 ----- --------------- 8. DATE ON WHICH FILE GOES TO THE ---------------- -------------------- 9. DATE OF DISPATCH OF ORDER ---------------- --- ------------------