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Mega Corporation Ltd.

BSE: 531417 Sector: Financials
NSE: N.A. ISIN Code: INE804B01023
BSE 00:00 | 17 Sep 1.33 0.03






NSE 05:30 | 01 Jan Mega Corporation Ltd
OPEN 1.36
VOLUME 94103
52-Week high 1.95
52-Week low 0.43
Mkt Cap.(Rs cr) 13
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 1.36
CLOSE 1.30
VOLUME 94103
52-Week high 1.95
52-Week low 0.43
Mkt Cap.(Rs cr) 13
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Mega Corporation Ltd. (MEGACORP) - Director Report

Company director report


Your Directors are pleased to present the 35th Annual Report on the business andoperations of the Company together with the Audited Financial Statement for the year ended31st March 2020.


The Summarized financial results are:

(Amount in Lakhs)


Standalone Financials

2019-20 2018-19
Income from Operations 270.41 219.75
Other Income 5.11 28.08
Total Income 275.52 247.83
Operating Expenses 26.23 48.34
Depreciation and Amortization 35.38 36.77
Interest 129.33 127.17
Other Expenses 42.89 32.57
Exceptional Item 40.91 0
Profit/(Loss) before Tax 0.78 2.98
Tax Expenses
• Current Year 8.51 0
• Previous Year 0 0
• MAT Entitlement 8.51 0
• Deferred Tax (7.81) (8.58)
Net Profit/ (Loss) for the Year 8.59 11.56


During the period under review the total Standalone Income of Company is Rs. 275.52Lacs as compared to previous year income of Rs. 247.83 Lacs and the Company is notconsolidating its financial statement this year as M/s Mega Airways Limited cease to besubsidiary of the company during the period under review.

The company during the period earned Standalone Profit before tax of Rs. 0.78 Lacs ascompared to profit of Rs. 2.98 Lacs in the previous year and Standalone Net profit of thecompany during reporting period if Rs. 8.59 Lacs as compared to profit of Rs. 11.56 Lacsin the previous year.


There are no material changes and commitment affecting the financial position ofcompany after the close of financial year2019-20 till the date of report.


The Directors have considered it financially prudent in the long-term interest of theCompany to reinvest the profits into the business of the Company to build a strong reservebase and growth; accordingly no dividend has been recommended for the year ended March312020.


There are no such frauds reported by auditors which are committed against the companyby officers or employees of the company.


Human Resource has gained prime importance in last few years. Your Company laysemphasis on competence and commitment of its human capital recognizing its pivotal rolefor organization growth. During the year the Company maintained a record of peacefulemployee relations. Your Company believes that the human capital is of utmost

importance to sustain the market leadership in all product segments and also to capturenew markets.

We have identified the high Performers and rewarded them appropriately which hashelped to achieve better employee engagement. Competency based training program has beendevised for High - Potential employees with focus on their Individual Development Plan& helping them to become future leaders.

Your Directors wish to place on record their appreciation for the commitment shown bythe employees throughout the year.


In order to prevent sexual harassment of women at work place an act "The SexualHarassment of Women at Workplace" (Prevention Prohibition and Redressal) Act 2013has been notified on December 2013. Under the said Act every company is required to setup an Internal Complaints Committee to look into complaints relating to sexual harassmentat work place of any women employee.

Your Company has adopted a policy for prevention of Sexual Harassment of Women atworkplace and has set up a Committee for implementation of said policy. During the yearCompany has not received any complaint under the said policy.


"Business Excellence" is an integral part of Business Management and is theapplication of quality management theory and tools to run our business more efficiently.Business Excellence is the culture of your company which works as an enabler to ourcommitment to higher customer satisfaction increase in stakeholder value & betterprocess management through the never-ending cycle of continuous improvement. Innovation inservices and business models is a key agenda of the Management along with acustomer-focused culture towards building long-term customer relationships.


Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hadappointed M/s Vikash Gupta & Co. Company Secretary in Practice to undertake thesecretarial audit of the Company for FY 2019-20. The Secretarial Audit Report is appendedas Annexure A to this Report. There are no adverse remarks / observations /qualifications / reservations / disclaimers in the Secretarial Audit Report.


Your Company had a subsidiary namely M/s Mega Airways Limited and the same was mergedwith your company on 09th August 2019 by the order of hon'ble National Company LawTribunal of Delhi vide order no.1257. Further there was no associate company within themeaning of Section 2(6) of the Companies Act 2013 ("Act").

Pursuant to provisions of Section 129(3) of the Act a statement containing salientfeatures of financial statements of the subsidiary company in form AOC - 1 is not requiredto be attached as the subsidiary company M/s Mega Airways Limited has been merged withyour company during the period under review.


The Company has adequate system of Internal Controls to help Management review theeffectiveness of the Financial and Operating Controls and assurance about adherence toCompany's laid down Systems and Procedures. As per the provisions of the Companies Act2013 internal controls and documentation are in place for all the activities. BothInternal Auditors and Statutory Auditors have verified the Internal Financial Controls(IFC) at entity level and operations level and satisfied about control effectiveness. Thecontrols are reviewed at regular intervals to ensure that transactions are properlyauthorized correctly reported and assets are safeguarded.

Assurance on the effectiveness of Internal Financial Controls is obtained throughmanagement reviews control self- assessment continuous monitoring by functional expertsas well as testing of the Internal Financial Control systems by the internal auditorsduring the course of their audits. During the financial year under review no material orserious observations have been received from the Auditors of the Company citinginefficiency or inadequacy of such controls and business practices.

The Audit Committee periodically reviews the findings and commendations of the Auditorsand takes corrective action

as deemed necessary. The Board of Directors have framed a policy which ensures theorderly and efficient conduct of its business safeguarding of its assets to providegreater assurance regarding prevention and detection of frauds and accuracy andcompleteness of the accounting records of the company.


The Company is exposed to inherent uncertainties owing to the sector in which itoperates. A key factor in determining a Company's capacity to create sustainable value isthe ability and willingness of the Company to take risks and manage them effectively andefficiently. Many types of risks exist in the Company's operating environment and emergeon a regular basis due to many factors such as changes in regulatory framework economicfundamentals etc.

In order to evaluate identify and mitigate these business risks the Company has arobust Risk Management framework. This framework seeks to create transparency ensureeffective risk mitigation process and thereby minimize adverse impact on the businessobjectives and enhance the Company's competitive advantage. The Business risks asidentified are reviewed and a detailed action plan to mitigate the identified risks isdrawn up and its implementation is monitored.

Further it is embedded across all the major functions and revolves around the goalsand objectives of the Company. The development and implementation of Risk ManagementPolicy adopted by the Company is discussed in detail in the Management Discussion andAnalysis chapter which forms part of this Annual Report.


M/s Mega Airways Limited has been merged with your company on 09th August 2019 by theorder of National Company Law Tribunal vide order no. 1257.


Your corporate governance practices are a reflection of our value system encompassingour culture policies and relationships with our stakeholders. Integrity and transparencyare key to our corporate governance practices to ensure that we gain and retain the trustof our stakeholders at all times. Corporate Governance is about maximizing shareholdervalue legally ethically and sustainably. Effective corporate governance practicesconstitute the strong foundation on which successful commercial enterprises are built tolast and your Company is committed to transparency in all its dealings and places highemphasis on business ethics.

A report on Corporate Governance along with a Certificate from Company Secretary inWhole Time Practice regarding compliance with the conditions of Corporate Governance asstipulated in Regulations 17 to 27 clauses (b) to (i) of subregulation (2) of Regulation46 and paragraphs C D and E of Schedule V of the Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 forms part of theAnnual Report appended as Annexure- B.


Pursuant to the provisions of Section 134(5) of the Companies Act 2013 ("theAct") your Directors based on the representations received from the OperatingManagement and after due enquiry confirm that:

i. in the preparation of the annual accounts for financial year ended 31st March 2020the applicable accounting standards have been followed and there are no materialdepartures in adoption of these standards.

ii. they have in consultation with the Statutory Auditors selected such accountingpolicies and applied them consistently and made judgments and estimates that arereasonable and prudent so as to give a true and fair view of the state of affairs of theCompany as at 31 st March 2020 and of the profit of the Company forthe year ended on thatdate.

iii. they have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities.

iv they have prepared the annual accounts for financial year ended 31st March 2020 ona going concern basis.

v. they have laid down adequate internal financial controls to be followed by theCompany and that such internal financial controls were operating effectively during thefinancial year ended 31 st March 2020.

vi. they have devised proper systems to ensure compliance with provisions of allapplicable laws and that such systems were adequate and operating effectively during thefinancial year ended 31 st March 2020.


The Board of Directors has carried out an annual evaluation of its own performanceboard committees and individual directors pursuant to the provisions of the Act and SEBIListing Regulations.

The Company has formulated a Policy for performance evaluation of the IndependentDirectors the Board its Committees and other individual Directors which includescriteria for performance evaluation of the Non-Executive Directors and ExecutiveDirectors.

The evaluation framework for assessing the performance of Directors comprises ofvarious key areas such as attendance at Board and Committee Meetings quality ofcontribution to Board discussions and decisions strategic insights or inputs regardingfuture growth of the Company and its performance ability to challenge views in aconstructive manner knowledge acquired with regard to the Company's business/ activitiesunderstanding of industry and global trends etc.

The above criteria are based on the Guidance Note on Board Evaluation issued by theSecurities and Exchange Board of India on 5th January 2017.

The performance of the board was evaluated by the board after seeking inputs from allthe directors on the basis of criteria such as the board composition and structureeffectiveness of board processes information and functioning etc.

The performance of the committees was evaluated by the board after seeking inputs fromthe committee members on the basis of criteria such as the composition of committeeseffectiveness of committee meetings etc.

Feedback was sought by way of well-defined and structured questionnaires coveringvarious aspects of the Board's functioning such as adequacy of the composition of theBoard and its Committees Board culture areas of responsibility execution andperformance of specific duties obligations and governance compliance oversight ofCompany's subsidiaries etc. and the evaluation was carried out based on responsesreceived from the Directors.

In a separate meeting of independent directors performance of non-independentdirectors the board as a whole and the Chairman of the Company was evaluated taking intoaccount the views of executive directors and non-executive directors.

The Board and the Nomination and Remuneration Committee reviewed the performance ofindividual directors on the basis of criteria such as the contribution of the individualdirector to the board and committee meetings like preparedness on the issues to bediscussed meaningful and constructive contribution and inputs in meetings etc.

In the board meeting that followed the meeting of the independent directors and meetingof Nomination and Remuneration Committee the performance of the board its committeesand individual directors was also discussed. Performance evaluation of independentdirectors was done by the entire board excluding the independent director beingevaluated.


Managements' Discussion and Analysis Report forthe year under review as stipulatedunder SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 ispresented in a separate section forming Annexure C of the Director's Report.


Particulars relating to energy conservation technology absorption foreign exchangeearnings and outgo as required to be disclosed under Section 134 (3) (m) of the CompaniesAct 2013 read with the Rule 8(3) of the Companies (Accounts) Rules 2014 are givenhereunder:

Conservation of Energy

i.) Steps taken or impact on conservation of energy: Energy conservation efforts areongoing activities. During the year under review further efforts were made to ensureoptimum utilization of electricity.

ii) Steps taken by the company for utilizing alternate sources of energy: Nil as yourcompany does not carry any manufacturing activities.

iii) The Capital investment on energy conservation equipment's: Nil TechnologyAbsorption Adaption & Innovation and Research & Development

No research & development or technical absorption or adaption & innovationtaken place in the company during the

Financial Year 2019-20 the details as per rule 8(3) of The companies (Accounts) Rules2014 are as follows:

i) Efforts made towards technology absorption: - Nil

ii) Benefits derived like product improvement cost reduction product development orimport substitution: Nil

iii) In case of imported technology (imported during the last 3 years reckoned from thebeginning of the financial year)-

a) Details of technology imported: Nil

b) Yearof Import: Nil

c) Whetherthe technology been fully absorbed: Nil

d) Areas where absorption has not taken place and the reasons there of: Nil

iv) Expenditure incurred on Research and Development: Nil Foreign Exchange Earningsand Outgo

As your Company does not deal in Foreign Exchange therefore the particulars relatingto Foreign Exchange Earnings and Outgo are not applicable to your Company.

Foreign Exchange Earnings: Nil Foreign Exchange Outgo: Nil FIXED DEPOSITS

Your Company has not accepted any fixed deposits covered under Chapter V of the CompanyAct 2013 and as such no amount of principal or interest was outstanding on the date ofthe Balance Sheet.


• Reti rement by Rotation

In accordance with the provisions of Section 152 of The Companies Act 2013 Mr. KunalLalani Director of the Company is liable to retire by rotation at the ensuing AnnualGeneral Meeting and being eligible has offered himself for re-appointment.

• Appointment / Re-appointment and Cessation of Directors & KMP

Following are the Directors of the Company as on 31.03.2020

1. Mr. Kunal Lalani - Executive Director
2. Mr. SurendraChhalani - Executive Director
3. Mrs.AnishaAnand -WholeTime Director
4. Mr. Navratan Baid - Non Executive Independent Director
5. Mr. Sachin Mehra - Non Executive Independent Director
6. Mrs.Abhilasha Lalani - Non Executive Non Independent Director
7. Mr. Surendra KumarPagaria - Non Executive Independent Director

During the period of under review Mr. Sanjay Kumar Sharma had resigned from theposition of Company Secretary and Mr. Aagat Singh has been appointed as Company Secretaryof the company.

The Designation of Mrs. Anisha Anand has been changed from Non-Executive IndependentDirector to Whole Time Director on 23.04.2019.

> Mr. Surendra Chhalani - Chief Financial Officer;
> Mr. Aagat Singh - Company Secretary;


All Independent Directors has given declarations to the company confirming that theymeet the criteria of independence as laid down under Section 149(6) of The Companies Act2013 and Regulation 16(1 )(b) of SEBI (Listing Obligation and Disclosure Requirements)Regulations 2015.


Under Section 139 of the Companies Act 2013 and the rules made thereunder it ismandatory to rotate Statutory Auditors on completion of the maximum term permitted underthe provisions of Companies Act 2013. In line with the requirement of the Companies Act2013 M/s Virendra Pradeep & Co. Chartered Accountants was appointed as theStatutory Auditors of the Company to hold office for a period of five consecutive yearsfrom the conclusion of 32nd

Annual General Meeting of the Company held on 22nd September 2017 till the conclusionof the 37th Annual General Meeting (AGM). The requirement for the annual ratification ofthe auditors' appointment at the AGM has been omitted pursuant to companies (Amendment)Act 2017 notified on 7th May 2018.

During the year the Statutory Auditors have confirmed that they satisfy theindependence criteria required the Companies Act 2013 code of ethics issued by Instituteof Chartered Accountants India and U.S. Securities and Exchange Commission and the PublicCompany accounting Oversight Board.

The auditor report and notes on accounts referred to in the Auditors Report isself-explanatory and there are no adverse remarks orqualification in the Report.


The Company's Equity Shares are listed on following stock exchanges:

i. The Delhi Stock Exchange Limited

ii. The Bombay Stock Exchange Limited*

*Delhi Stock Exchange has been derecognized w.e.f. 19th November 2014 vide SEBI order.


None of the employees of your company is drawing remuneration exceeding limits laiddown under the provisions of Section 197 of the Companies Act 2013 read with Rule 5(2) ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.

Further the information required under the provisions of Section 197(12) of theCompanies Act 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is appended as Annexure- D and forms part of thisreport.


The Details of Meetings of the Board of Director Held during the Financial Year2019-20:

As per the disclosures furnished none of the Directors are disqualified to act asdirectors of this Company or any other public Company under Section 164 and otherapplicable provisions of the Companies Act 2013.

The requisite information as prescribed under Clause 49 of the Listing Agreement isplaced before the Board from time to time and is generally provided as part of the Agendapapers of the Board Meeting and /or is placed at the table during the course of themeeting.

During the financial year ended March 312020 Seven Board Meetings were held. Theinterval between two meetings was well within the maximum period mentioned under Section173 of Companies Act 2013 and Regulation 17(2) of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015.

The Board meeting was held on the following dates:-

23rd April 201930th May 201913th August 201907th September 201913th November201908th January 2020 and 13th February 2020


a) Audit Committee

At 31st March 2020 Audit Committee of the board comprises of three members withIndependent Directors forming a majority namely Mr. Navratan Baid as Chairperson and Mr.Sachin Mehra Mr. Surendra Chhalani as members of the Committee.

Presently Audit Committee comprises following members:

1. Mr. Navratan Baid- Non-Executive Independent Director

2. Mr. Sachin Mehra - Non-Executive Independent Director

3. Mr. Surendra Chhalani- Executive Director

All the recommendations made by the Audit Committee were accepted by the board.

Further the Roles and Responsibility and other related matters of Audit Committeeforms an integral part of Corporate Governance Report as part of annual report.

b) Nomination and Remuneration Committee

At 31st March 2020 Nomination and Remuneration Committee comprises of Mr. NavratanBaid as Chairperson Mr. Surendra Kumar Pagaria and Ms. Abhilasha Lalani as members.

Presently Nomination & remuneration Committee comprises following members:

1. Mr. Navratan Baid - Non-Executive Independent Director
2. Mr. Surendra Kumar Pagaria - Non-Executive Independent Director
3. Ms.Abhilasha Lalai - Non-Executive Non-Independent Director

All the recommendations made by the Nomination and Remuneration committee were acceptedby the board.

Further the terms of reference and other related matters of Nomination andRemuneration committee forms an integral part of Corporate Governance Report as part ofannual report.


Stakeholders Relationship Committee comprises of Mr. Surendra Kumar Pagaria asChairperson with Mr. Navratan Baid and Mr. Surendra Chhalani as members of the Committeeas on 31 st March 2020

The Committee is set up to monitor the process of share transfer issue of fresh ShareCertificates as well as review of redressed of investors/shareholders grievances.

Further the role and responsibility and other related matters of StakeholdersRelationship Committee forms an integral part of Corporate Governance Report as part ofannual report.


The Company continues to comply with all the requirements prescribed by the ReserveBank of India from time to time.


The policy of the Company on Directors' appointment and remuneration includingcriteria for determining qualification positive attributes independence of director andother matters provided under sub-section 3 of section 178 of the CompaniesAct 2013 adopted by the Board is annexed to this report as Annexure E.


Your Company has historically adopted the practice of undertaking related partytransactions only in the ordinary and normal course of business and at arm's length aspart of its philosophy of adhering to highest ethical standards transparency andaccountability. In line with the provisions of the Companies Act 2013 and the ListingRegulations the Board has approved a policy on related party transactions. An abridgedpolicy on related party transactions has been placed on the Company's websitehttD://

All related party transactions are placed on a quarterly basis before the Audit andbefore the Board for approval.

The particulars of contracts or arrangements with related parties referred to inSection 188(1) and applicable rules of the Companies Act 2013 in Form AOC-2 is providedas Annexure F to this Annual Report.

Pursuant to Regulation 23(9) of the Listing Regulations your Company has filed halfyearly report on Related Party Transactions with the Stock Exchanges for the year ended31st March 2020


Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the notes to the Financial Statements as on 31st March 2020


Equity Shares of your Company are listed on Bombay Stock Exchange Ltd. Your company haspaid required listing fees to Stock Exchanges.


Extract of Annual Return of the Company in the prescribed Form MGT-9 is attached as Annexure-G to this Board's Report.

Having regard to the provisions of the first proviso to Section 136(1) of the Act theAnnual Report excluding the aforesaid information is being sent to the members of theCompany. The said information is available for inspection at the registered office forobtaining such information members may write to CFO & Company Secretary and the samewill be furnished on request.

The full Annual Report including the aforesaid information is available on thecompany's website


Your Company is committed to highest standards of ethical moral and legal businessconduct. Accordingly the Board of Directors have formulated a "Whistle Blower Policyand Vigil Mechanism" and which is in compliance with the provisions of Section177(10) of the Companies Act 2013 and Clause 49 of the Listing Agreement. The Company hasadopted the Policy for Directors and employees to report genuine concerns and to providefor adequate safeguards against victimization of persons who may use such mechanism. TheWhistle Blower policy can be accesses on the Company's Website at the link:

Corporate Social Responsibility

Pursuant to Section 135 of the Companies Act 2013 and rules made there under everycompany having net worth of Rupees Five Hundred Crores or more or turnover of Rupees OneThousand Crores or more or a net profit of Rupees Five Crores or more during any financialyear shall constitute a Corporate Social Responsibility Committee of the Board.

However it is not applicable in case of your Company. Hence there is no need to formCorporate Social Responsibility Committee and Corporate Social Responsibility Policy forthe company as per the requirement of the Companies Act 2013.


Your Director states that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year underreview:-

a) Details relating to deposits covered under Chapter V ofthe Act.

b) Issue ofthe equity shares with differential rights as to dividend voting orotherwise.

c) Issue of shares (including sweat equity shares) to directors or employees oftheCompany

d) Issue of Employee Stock Option Scheme to employees ofthe company

e) There is no change in the nature of business of company during the year.

f) No significant or material orders were passed by the regulators or courts ortribunals which impact the going concern status and Company's operations in future.

g) Purchase of or subscription for shares in the company by the employees ofthecompany.

h) There is no material subsidiary* of company so no policy on materialsubsidiary is required to be adopted.

* "Material Subsidiary" shall have the meaning as defined in Regulation16(1 )(c) ofthe LODR Regulations pursuant to which a material subsidiary means asubsidiary whose income or net worth exceeds 10% (ten percent) of the consolidated incomeor net worth respectively of the Company and its subsidiaries in the immediatelypreceding accounting year.


Since the Company is not into any kind of manufacturing activity there is no matter todiscuss about industrial relations and the Company is maintaining cordial relations withits staff members.


Statements in this Management Discussion and Analysis describing the Company'sobjectives projections estimates and expectations may be ‘forward-lookingstatements' within the meaning of applicable laws and regulations. Important developmentsthat could affect the Company's operations include a downtrend in the financial servicesindustry - global or domestic or both significant changes in the political and economicenvironment in India or key markets abroad tax laws litigation labour relationsexchange rate fluctuations interest and other factors. Actual results might differsubstantially or materially from those expressed or implied.

This report should be read in conjunction with the financial statements included hereinand the notes thereto.


SNo. Particulars No. of Shareholders No of Share
1 Aggregate number of shareholders and the outstanding shares in the suspense account lying at the beginning of the year 0 0
2 Number of shareholders who approached listed entity for transfer of shares from suspense account during the year 0 0
3 Number of shareholders to whom shares were transferred from suspense account during the year 0 0
4 Number of shareholders who have not claimed dividend for last 7 years and whose shares have been transferred to IEPF account of MCA from Demat Suspense Account 0 0
5 Aggregate number of shareholders and the outstanding shares in the suspense account lying at the end of the year. 0 0
The voting rights on these shares shall remain frozen till the rightful owner of such shares claim the shares


Your Directors thank the Company's stakeholders in large including investorscustomers banks financial institutions rating agencies debenture holders debenturetrustees and well-wishers for their continued support during the year. Your Directorsplace on record their appreciation of the contribution made by the employees of yourCompany its subsidiaries and its associates at all levels. Your Company's consistentgrowth was made possible by their hard work solidarity cooperation and support. TheBoard sincerely expresses its gratitude to Reserve Bank of India Securities and ExchangeBoard of India and Ministry of Corporate Affairs for the guidance and support receivedfrom them including officials there at from time to time.

For and on behalf of the Board of Directors Mega Corporation Limited

Sd/- Sd/- Sd/-
Surendra Chhalani Kunal Lalani Aagat Singh
(Director and CFO) (Director) (Company Secretary)
Din: 00002747 Din: 00002756 Mem No:-A51268
Place: New Delhi
Date: 28.08.2020