Attached files
file | filename |
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10-Q - FORM 10-Q - DIGI INTERNATIONAL INC | c95681e10vq.htm |
EX-32 - EXHIBIT 32 - DIGI INTERNATIONAL INC | c95681exv32.htm |
EX-31.A - EXHIBIT 31(A) - DIGI INTERNATIONAL INC | c95681exv31wa.htm |
Exhibit No. 31(b)
CERTIFICATION PURSUANT TO SECTION 302 OF THE
SARBANES-OXLEY ACT OF 2002
SARBANES-OXLEY ACT OF 2002
I, Subramanian Krishnan, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Digi International
Inc.;
2. Based on my knowledge, this report does not contain any untrue statement
of a material fact or omit to state a material fact necessary to make the statements made, in light
of the circumstances under which such statements were made, not misleading with respect to the
period covered by this report;
3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects the financial
condition, results of operations and cash flows of the Registrant as of, and for, the periods
presented in this report;
4. The Registrants other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in Exchange Act
Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in
Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and
procedures to be designed under our supervision, to ensure that material information relating to
the Registrant, including its consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over
financial reporting to be designed under our supervision, to provide reasonable assurance regarding
the reliability of financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the Registrants disclosure controls and procedures and
presented in this report our conclusions about the effectiveness of the disclosure controls and
procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the Registrants internal control over financial
reporting that occurred during the Registrants most recent fiscal quarter (the Registrants fourth
fiscal quarter in the case of an annual report) that has materially affected, or is reasonably
likely to materially affect, the Registrants internal control over financial reporting; and
5. The Registrants other certifying officer and I have disclosed, based on
our most recent evaluation of internal control over financial reporting, to the Registrants
auditors and the audit committee of the Registrants Board of Directors (or persons performing the
equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal
control over financial reporting which are reasonably likely to adversely affect the Registrants
ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a
significant role in the Registrants internal control over financial reporting.
February 5, 2010
/s/Subramanian Krishnan | ||||
Subramanian Krishnan | ||||
Senior Vice President, Chief Financial Officer and Treasurer | ||||