Item 4. Controls and Procedures
Item 4. Controls and Procedures.
Management’s Report on Disclosure Controls
and Procedures
In connection with the restatement of the Company’s
condensed consolidated financial statements included in this Amendment, our Chief Executive Officer and Chief Financial Officer re-evaluated
the effectiveness of the design and operation of our disclosure controls and procedures and internal control over financial reporting,
as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”),
as of September 30, 2024.
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To ensure that information required to be disclosed
by us in the reports filed or submitted by us under the Exchange Act is recorded, processed, summarized and reported, within the time
periods specified in the rules and forms of the SEC, including to ensure that information required to be disclosed by us in the reports
filed or submitted by us under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer
and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
Based on that re-evaluation, our Chief Executive
Officer and Chief Financial Officer have concluded that as of September 30, 2024, our disclosure controls and procedures and internal
control over financial reporting were not effective, due to material weaknesses in SSi’s internal control in that:
● We
failed to design controls and procedures to provide reasonable assurance that GAAP was being properly applied to the matters resulting
the restatement of our financial statements, including accounting for merger transaction, recognition of revenue in case of deferred
payment sales, recognition of right of use of certain assets and lease liabilities and functional and other classifications, resulting
in the accounting errors described in Note 1. Restatement of Previously Issued Condensed Consolidated Financial Statements of
this Amendment.
● We
do not have written documentation of our internal control policies and procedures. Written documentation of key internal controls over
financial reporting is a requirement of Section 404 of the Sarbanes-Oxley Act. Management evaluated the impact of our failure to have
written documentation of our internal controls and procedures on our assessment of our disclosure controls and procedures and has concluded
that the control deficiency that resulted represented a material weakness.
● We
do not have sufficient segregation of duties within accounting functions, which is a basic internal control. Due to our size and nature,
segregation of all conflicting duties may not always be possible and may not be economically feasible. However, to the extent possible,
the initiation of transactions, the custody of assets and the recording of transactions should be performed by separate individuals.
Management evaluated the impact of our failure to have segregation of duties on our assessment of our disclosure controls and procedures
and procedures and has concluded that the control deficiency that resulted represented a material weakness.
Remediation Plan
The Company has been addressing and remediating
these material weaknesses with the support and assistance of the accounting and financial staff employed by our Indian operating subsidiary.
We are enhancing the review process for significant transactions to ensure proper accounting treatment under applicable guidelines and
are engaging external experts where necessary to assist in the application of accounting principles to complex transactions. In addition,
we are implementing a new ERP system which is designed to integrate all business functions within the accounting and financial department
to further address the abovementioned weaknesses.
Our Chief Executive Officer and Chief Financial
Officer do not expect that our disclosure controls or internal controls will prevent all errors and all fraud. Although our disclosure
controls and procedures were designed to provide reasonable assurance of achieving their objectives, a control system, no matter how well
conceived and operated, can provide only reasonable, not absolute assurance that the objectives of the system are met. Further, the design
of any control system is subject to resource constraints and the benefits of controls must be considered relative to their costs. Because
of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and
instances of fraud, if any, within the Company have been detected. These inherent limitations include the fact that judgments in decision-making
can be faulty, and that breakdowns can occur because of simple errors or mistakes. Additionally, controls can be circumvented if there
exists in an individual a desire to do so. There can be no assurance that any design will succeed in achieving its stated goals under
all potential future conditions.
Changes in Internal Controls Over Financial
Reporting
Except for the remediation efforts described above,
there were no changes in our internal controls over financial reporting that occurred during the last fiscal quarter covered by this report
that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
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PART II – OTHER INFORMATION
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.