What changed in this filing

/stocks — the workspaceLOADING

Item 4. Controls and Procedures

2021-11-15 compared with 2021-09-09 · 59 added, 82 removed, 19 unchanged (88% of the section changed)

CONTROLS AND PROCEDURES

Definition and Limitations of Disclosure

Controls and Procedures

Our disclosure controls

and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange

Act”)) are designed to reasonably ensure that information required to be disclosed in our reports filed under the Exchange

Act is (i) recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission’s

rules and forms and (ii) accumulated and communicated to management, including our principal executive officer and principal financial

officer, as appropriate, to allow timely decisions regarding required disclosures.

Evaluation of Disclosure Controls and Procedures

and Limitations of Disclosure Controls and Procedures

disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended

(the “Exchange Act”)) are designed to reasonably ensure that information required to be disclosed in our reports filed

under the Exchange Act is (i) recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange

Commission’s rules and forms and (ii) accumulated and communicated to management, including our principal executive officer and

principal financial officer, as appropriate, to allow timely decisions regarding required disclosures.

of Disclosure Controls and Procedures

The management of the

Company, under the supervision and with the participation of our Chief Executive Officer and Chief Operating Officer, has evaluated the

effectiveness of the Company’s disclosure controls and procedures (as such term is defined in Rule 13a-15(e) of the Securities Exchange

Act of 1934, as amended (the “Exchange Act”)), as of June 30, 2021.

Based on such evaluation, our principal executive officer

and principal financial and accounting officer have concluded that, as of the end of such period, the Company’s disclosure controls

and procedures were not effective to provide reasonable assurance that information required to be disclosed by the Company in the reports

that it files or submits under the Exchange Act is (i) recorded, processed, summarized and reported, on a timely basis, and (ii) accumulated

and communicated to the Company’s management, including the Company’s Chief Executive Officer and Chief Operating Officer,

as appropriate, to allow timely decisions regarding required disclosures due to the material weaknesses identified in our internal control

over financial reporting as of June 30, 2021.

Management’s Report on Internal Control

Over Financial Reporting

Our management is responsible

for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act).

Management conducted an evaluation of the effectiveness of our internal control over financial reporting based on the criteria set forth

in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).

Based on our evaluation,

management concluded that our internal control over financial reporting was not effective as of June 30, 2021 and identified the following

material weaknesses:

Financial Close Process :

the Company did not maintain an effective control environment related to the financial close process due to significant turnover of personnel in the accounting function where there was an insufficient complement of personnel, contributing to:

the Company did not design and maintain effective controls over the financial close process including timely and sufficient analysis of certain financial statement account balances;

the Company did not identify and evaluate certain transactions under the appropriate accounting literature;

the Company did not perform timely and sufficient analysis of certain financial statement account balances as part of the financial close process.

Information and Communication Controls :

the Company did not design and maintain effective controls regarding significant transaction cycles to ensure policies and procedures designed to mitigate the risks to the achievement of objectives are carried out.

A material weakness is

a deficiency, or combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility

that a material misstatement of annual or interim financial statements will not be prevented or detected and corrected on a timely basis.

As this deficiency created a reasonable possibility that a material misstatement would not be prevented or detected in a timely basis,

management concluded that the control deficiency represented a material weakness and accordingly our internal control over financial reporting

was not effective as of June 30, 2021.

Management concluded that additional formal procedures should be implemented in the financial close

and reporting process to ensure that appropriate and timely reviews occur on all financial reporting analysis.

Management also concluded

that due to employee turnover within our corporate accounting group as of June 30, 2021, we did not have a sufficient complement of corporate

effectiveness of the Company’s disclosure controls and procedures (as such term is defined in the Exchange Act), as of September

Based on such evaluation, our principal executive officer and principal financial and accounting officer have concluded that,

as of the end of such period, the Company’s disclosure controls and procedures were not effective to provide reasonable assurance

that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is (i) recorded,

processed, summarized and reported, on a timely basis, and (ii) accumulated and communicated to the Company’s management, including

the Company’s Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required

disclosures due to the material weaknesses identified in our internal control over financial reporting as of September 30, 2021.

Previously Reported Material Weakness

on Internal Control Over Financial Reporting

In the 2021 Form 10-K,

filed with the SEC on July 30, 2021, management concluded that our internal control over financial reporting was not effective as of March 31,

In the evaluation, management identified material weaknesses in internal controls related to our financial close and reporting

process and information and communication controls.

Management also concluded that we did not have a sufficient complement of corporate

personnel with appropriate levels of accounting and controls knowledge and experience commensurate with our financial reporting requirements

to appropriately analyze, record and disclose accounting matters completely and accurately.

As a result of this evaluation, management

extensively used outside consultants who possessed the appropriate levels of accounting and controls knowledge.

Remediation .

10 unchanged sentences

Company’s financial statements.

The steps we took to

address the deficiencies identified included:

we appointed an SVP Finance and Accounting;

have engaged in efforts to restructure accounting processes and revise organizational structures to enhance accurate accounting and appropriate financial reporting;

have hired additional experienced accounting personnel in the corporate office to enhance the application of accounting standards and

our financial closing and reporting process;

have engaged external advisors to provide financial accounting and reporting assistance;

will enhance information and communication processes through information technology solutions to ensure that information needed for financial

reporting is accurate, complete, relevant and reliable, and communicated in a timely manner;

plan to engage external advisors to evaluate and document the design and operating effectiveness of our internal control over financial

reporting and assist with the remediation and implementation of our internal control function.

As noted above, we believe

that, as a result of management’s in-depth review of its accounting processes, and the additional procedures management has implemented,

there are no material inaccuracies or omissions of material fact in this Form 10-Q and, to the best of our knowledge, we believe that

the consolidated financial statements in this Form 10-Q fairly present in all material respects our financial condition, results

of operations and cash flows in conformity with GAAP.

We and our Board treat

the controls surrounding, and the integrity of, our financial statements with the utmost priority.

Management is committed to the planning

and implementation of remediation efforts to address control deficiencies and any other identified areas of risk.

These remediation efforts

are intended to both address the identified material weakness and to enhance our overall financial control environment.

We are committed

to maintaining a strong internal control environment, and we believe the measures described above will strengthen our internal control

over financial reporting and remediate the material weakness we have identified.

Our remediation efforts have begun, and we will continue

to devote significant time and attention to these remedial efforts.

As we continue to evaluate and work to improve our internal control

over financial reporting, management may determine to take additional measures to strengthen controls or to modify the remediation plan

described above, which may require additional implementation time.

Changes in Internal

Control Over Financial Reporting

There have been no changes,

other than our remediation efforts discussed above, in the Company’s internal control over financial reporting during the fiscal

quarter ended June 30, 2021 that have materially affected, or are reasonably likely to materially affect, the Company’s internal

control over financial reporting.

steps we took to address the deficiencies identified included:

we hired a new Chief Financial Officer;

we hired a new Executive Vice-President (“EVP”) Accounting;

we have engaged in efforts

to restructure accounting processes and revise organizational structures to enhance accurate accounting and appropriate financial reporting;

we have hired additional

experienced accounting personnel in the corporate office to enhance the application of accounting standards and our financial closing

and reporting process;

we have engaged external

advisors to provide financial accounting and reporting assistance;

we will enhance information

and communication processes through information technology solutions to ensure that information needed for financial reporting is

accurate, complete, relevant and reliable, and communicated in a timely manner;

we have engaged external advisors to evaluate and document the design

and operating effectiveness of our internal control over financial reporting and assist with the remediation and implementation of our

internal control function.

noted above, we believe that, as a result of management’s in-depth review of its accounting processes, and the additional procedures

management has implemented, there are no material inaccuracies or omissions of material fact in this Form 10-Q and, to the best of our

knowledge, we believe that the consolidated financial statements in this Form 10-Q fairly present in all material respects

our financial condition, results of operations and cash flows in conformity with GAAP.

and our Board treat the controls surrounding, and the integrity of, our financial statements with the utmost priority.

Management is

committed to the planning and implementation of remediation efforts to address control deficiencies and any other identified areas of

These remediation efforts are intended to both address the identified material weakness and to enhance our overall financial control

We are committed to maintaining a strong internal control environment, and we believe the measures described above will

strengthen our internal control over financial reporting and remediate the material weakness we have identified.

Our remediation efforts

have begun, and we will continue to devote significant time and attention to these remedial efforts.

As we continue to evaluate and work

to improve our internal control over financial reporting, management may determine to take additional measures to strengthen controls

or to modify the remediation plan described above, which may require additional implementation time.

in Internal Control Over Financial Reporting

have been no changes, other than our remediation efforts discussed above, in the Company’s internal control over financial reporting

during the fiscal quarter ended September 30, 2021 that have materially affected, or are reasonably likely to materially affect, the

Company’s internal control over financial reporting.

OTHER INFORMATION

LEGAL PROCEEDINGS

There have been no material changes to the Risk Factors disclosed in

Item 1A of our Annual Report on Form 10-K for the fiscal year ended March 31, 2021.

have been no material changes to the Risk Factors disclosed in Item 1A of our Annual Report on Form 10-K for the fiscal year ended March

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 4. Controls and Procedures