Robert Reed , Et Al. V. Amira Nature Foods Ltd., Et Al. 15-CV-00957

Case 2: cv-00957-FMO-PJW Document 56 Filed 06/01/15 Page 1 of 63 Page ID #:518

1 Robert S. Green (SBN 136183) James R. Noblin (SBN 114442) 2 GREEN & NOBLIN, P.C. 4500 East Pacific Coast Highway, Fourth Floor 3 Long Beach, California 90804

4 Telephone: (562) 391-2487 Facsimile: (415) 477-6710 5 -and- 700 Larkspur Landing Circle, Suite 275 6 Larkspur, CA 94939

7 Telephone: (415) 477-6700 Email: [email protected] 8 Local Counsel for the Proposed Class

9 Peter Safirstein (admitted pro hac vice) 10 MORGAN & MORGAN, P.C. 28 W. 44th St., Suite 2001 11 New York, NY 10036

12 Telephone: (212) 564-1637 Facsimile: (212) 564-1807 13 Email:[email protected]

14 Lead Counsel for the Proposed Class

15 [Additional counsel appear on signature page]

16 UNITED STATES DISTRICT COURT

17 CENTRAL DISTRICT OF CALIFORNIA

18 ROBERT REED, Individually and on Master File Case No. Behalf of All Others Similarly Situated, CV 15-0957 FMO (PJWx) 19 Plaintiff, 20 CLASS ACTION

21 vs. CONSOLIDATED AMENDED

22 AMIRA NATURE FOODS LTD., COMPLAINT FOR VIOLATIONS OF THE 23 KARAN A. CHANANA, BRUCE C. WACHA, RITESH SUNEJA, and FEDERAL SECURITIES LAWS 24 ASHISH PODDAR, JURY TRIAL DEMANDED 25 Defendants.

28 Case 2:15-cv-00957-FMO-PJW Document 56 Filed 06/01/15 Page 2 of 63 Page ID #:519

1 TABLE OF CONTENTS Page 2

I. SUMMARY OF THE ACTION ...... 1 3

II. JURISDICTION AND VENUE ...... 4 4

III. PARTIES...... 5 5

IV. SUBSTANTIVE ALLEGATIONS ...... 8 6

A. Background of the Company ...... 8 7 1. Amira’s Industry and Corporate Structure ...... 8

8 2. Types of Reported Revenue ...... 10

B. The Basmati Rice Industry...... 12 9

1. Basmati Rice ...... 12 10 2. Basmati Margins...... 13

11 3. Amira Export Data as Reported by the APEDA ...... 15

C. Amira’s Overstatement of Basmati Export Revenue...... 16 12

D. Amira’s Overstatement of Revenue from Sales in India ...... 21 13 E. Related Party Transactions ...... 23

14 1. Karam Enterprises ...... 24 2. Other Undisclosed Related Parties are Clients and 15 Suppliers...... 25

16 3. Amira’s $30M Sham Real Estate Transaction ...... 28

F. Further Materially False and Misleading Statements ...... 31 17

G. The Truth Emerges...... 42 18 V. CLASS ACTION ALLEGATIONS ...... 43

19 VI. LOSS CAUSATION ...... 46

20 VII. SCIENTER ALLEGATIONS...... 46

21 VIII. APPLICABILITY OF PRESUMPTION OF RELIANCE THROUGH

FRAUD-ON-THE-MARKET DOCTRINE...... 47 22

23 F IX. NO SAFE HARBOR...... 48

X. CAUSES OF ACTION ...... 49 24 COUNT I 25 Violations of Section 10(b) of the Exchange Act and Rule 10b-5 Promulgated Thereunder 26 Against Amira and the Individual Defendants ...... 49

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1 COUNT II Violations of Section 20(a) of the Exchange Act

2 Against the Individual Defendants ...... 53 COUNT III 3 Violations of Section 11 of the Securities Act

Against Amira, Chanana, and Suneja ...... 54 4 COUNT IV

5 Violations of Section 15 of the Securities Act Against Defendants Chanana and Suneja ...... 57 6 XI. PRAYER FOR RELIEF...... 59

CONSOLIDATED CLASS ACTION COMPLAINT Case No.: CV 15-0957 FMO (PJWx) j

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1 Lead Plaintiff Steamfitters Local 449 Pension Plan (“Steamfitters Local

2 449” or “Plaintiff”), by and through their attorneys, alleges the following upon

3 information and belief, except as to those allegations concerning Plaintiff, which 4 5 are alleged upon personal knowledge. Plaintiff’s information and belief is based

6 upon, among other things, counsel’s investigation, which includes without

8 limitation: (a) review and analysis of regulatory filings made by Amira Nature 9 Foods Ltd. (“Amira” or the “Company”), with the United States Securities and

10 Exchange Commission (“SEC”); (b) review and analysis of press releases and

12 media reports issued by and disseminated by Amira; (c) a report issued by

13 Prescience Point Research Group; (d) reports issued by the Credit Rating

14 Information Services of India Limited (“CRISIL”); (e) export data from India’s

16 Agricultural and Processed Food Products Export Development Authority

17 (“APEDA”); and (e) review of other publicly available information concerning

18 Amira.

19 I. SUMMARY OF THE ACTION 20

21 1. This is a federal securities class action on behalf of a class consisting

22 of all persons other than Defendants who purchased or otherwise acquired the

23 securities of Amira pursuant and/or traceable to the Company’s Registration

25 Statement and Prospectus issued in connection with the Company’s Initial Public

26 Offering (“IPO”) or purchased or otherwise acquired securities of Amira during the

27 period between October 10, 2012 and February 9, 2015, inclusively (“Class 28

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1 Period”). Plaintiff seeks to recover damages caused by Defendants’ violations of

2 the Securities Exchange Act of 1934 (the “Exchange Act”) and the Securities Act

3 of 1933 (the “Securities Act”). 4 5 2. Amira is a global provider of packaged specialty rice, primarily

6 Basmati rice which is a specialty long-grain rice grown only in certain regions of

8 the Indian sub-continent.

9 3. During the Class Period, Amira projected strong earnings and growth

10 regarding the Company’s Basmati rice sales.

12 4. Unbeknownst to the investing public however, Amira’s Basmati 13 revenue was and is grossly overstated.

14 5 On February 9, 2015, a third-party analyst firm, Prescience Point

1 16 Research Group (“PPRG”) , issued a report (the “Report”) exposing, among other 17 things, the material overstatements of revenues and undisclosed related party

18 transactions by Amira.

20 6. According to information that PPRG received from India’s relevant

21 government authority, APEDA, Amira exported only around $69 million of

22 Basmati rice in the fiscal year ending March 31, 2013 (“FY’13”) and only around

1 25 PPRG readily acknowledges that they have a short position in Amira and stands to gain if the stock declines. However, they also state, “To the best of our ability 26 and belief, as of the date hereof, all information contained herein is accurate and

27 reliable and does not omit to state material facts necessary to make the statements herein not misleading, and all information has been obtained from public sources 28 we believe to be accurate and reliable....”

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1 $87 million of Basmati rice in the fiscal year ending March 31, 2014 (“FY’14”).

2 PPRG reports that these amounts are in sharp contrast to the revenue information

3 disclosed by the Company in Amira’s SEC filings and believes in good faith that 4 5 Amira’s filings with the SEC overstate the Company’s Basmati exports by

6 approximately $100m in FY’13 and approximately $102m in FY’14.

8 7. Moreover, Amira is listed by the APEDA as the fourteenth largest 9 exporter of basmati rice in India. However PPRG’s Report contends, “Had Amira

10 truly generated the revenue from Basmati exports it reported to US investors, it

12 would have been the 4th and 5th largest exporter of basmati rice in FY’13 and

13 FY’14, respectively...”.

14 8. As summarized by PPRG:

16 We have sourced official Indian government Basmati export data that proves [Amira] has overstated its international Basmati 17 revenue. We estimate that [Amira] inflated this metric by ~145%

18 in FY’13 and ~117% in FY’14, implying that in FY’14, ~19% of [Amira] consolidated sales were fabricated. We have also 19 collected evidence indicating Amira is lying about its India

20 Basmati revenue, which it tells US investors is derived wholly from the sale of branded product. Amira claimed ~$224m in 21 Indian Basmati revenue in FY’14; we estimate it actually

22 generated ~$38m, implying that another 34% of consolidated sales are fabricated. Over 50% of [Amira]’s consolidated 23 revenue is suspect; that number could be larger, as we are giving

24 the company full credit for its reported revenue from non- Basmati rice and other commodity products

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1 9. After the release of this information, on February 9, 2015, Amira

2 stock closed at $9.95, falling $3.45 or almost 26% from February 6, 2015 when the

3 stock closed at $13.40. 4 5 10. The Company and the Individual Defendants (defined herein) made

6 materially misleading statements, and/or failed to disclose information necessary to

8 make various statements not materially misleading. As a result, the Amira shares 9 were sold at artificially inflated prices.

10 II. JURISDICTION AND VENUE

11 11. The claims asserted herein arise under and pursuant to Sections 10(b)

13 and 20(a) of the Exchange Act [15 U.S.C. §§ 78j(b) and 78t(a)] and Rule 10b-5 14 promulgated thereunder by the SEC [17 C.F.R. § 240.10b-5] and under Sections 11

15 and 15 of the Securities Act, 15 U.S.C. §§ 77k and 77o, and the rules and

17 regulations of the SEC promulgated thereunder.

18 12. This Court has jurisdiction over the subject matter of this action

19 pursuant to Section 27 of the Exchange Act [15 U.S.C. § 78aa], Section 22(a) of

21 the Securities Act (15 U.S.C. § 77v(a)), and 28 U.S.C. § 1331.

22 13. Venue is proper in this District pursuant to Section 27 of the

23 Exchange Act, 15 U.S.C. § 78aa and 28 U.S.C., Section 22(a) of the Securities Act,

25 15 U.S.C. § 77v(a) and § 1391(b) as Amira conducts substantial business in this

26 District and has an office located in this District at One Park Plaza, Suite 600,

27 Irvine, California, 92614.

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1 14. In connection with the acts alleged in this complaint, Defendants,

2 directly or indirectly, used the means and instrumentalities of interstate commerce,

3 including, but not limited to, the United States mails, interstate telephone 4 5 F communications, and the facilities of the NYSE.

6 III. PARTIES 7 15. Plaintiff purchased Amira securities during the Class Period, and

9 suffered damages as a result of the federal securities law violations and materially

10 false and misleading statements and/or material omissions alleged herein.

11 16. Defendant Amira is a British Virgin Islands Corporation with its

13 principal executive offices located in Dubai, United Arab Emirates. Amira has an 14 office in this District at One Park Plaza, Suite 600, Irvine, California, 92614.

15 Amira processes, markets, and sells rice and other food products. The Company’s

17 predominate product is Indian basmati rice. On or about October 10, 2012, Amira 18 conducted its IPO, in which it issued 9 million ordinary shares to the public

19 generating total proceeds of $90 million. The IPO was conducted pursuant to

21 several documents that were filed with the SEC and disseminated to the investing

22 public, including: (i) Amira’s Registration Statement dated August 29, 2012 and

23 filed with the SEC on Form F-1, as amended by four subsequent amendments,

25 which contained versions of the prospectus (the “Registration Statement”); and (ii)

26 the final prospectus, which was filed with the SEC on October 11, 2012 on Form

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1 424(b)(4) (the “Prospectus”). Amira shares trade on the NYSE under the ticker

2 “ANFI.”

3 17. Defendant Karan A. Chanana (“Chanana”) was, at all relevant times, 4 5 Chief Executive Officer (“CEO”) and Chairman of the Board of Directors of

6 Amira. Chanana signed the Registration Statement filed with the SEC on August

8 29, 2012 and all subsequent amendments. Because of his senior position within 9 and control of the Company, Chanana possessed the power and authority to control

10 the contents of the Registration Statement and Prospectus, Amira’s press releases,

12 investor and media presentations, and other SEC filings.

13 18. Defendant Bruce C. Wacha (“Wacha”) became Chief Financial

14 Officer (“CFO”) of Amira on June 2, 2014 and has served in that capacity

16 throughout the Class Period. He is also Principal Accounting Officer, and

17 Executive Director of Amira.

18 19. Defendant Ritesh Suneja (“Suneja”) was CFO of Amira from the

20 beginning of the Class Period until resignation in November 20, 2012. Suneja

21 signed the Registration Statement filed with the SEC on August 29, 2012 and all

22 subsequent amendments. Because of his senior position within and control of the

24 Company, Suneja possessed the power and authority to control the contents of the

25 Registration Statement and Prospectus, Amira’s press releases, investor and media

26 presentations, and other SEC filings. 27

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1 20. Defendant Ashish Poddar (“Poddar”) was CFO of Amira from

2 November 11, 2012 until resignation on May 1, 2014.

3 21. Collectively, Defendants Chanana, Wacha, Suneja, and Poddar are the 4 5 “Individual Defendants”.

6 22. Collectively, Amira and the Individual Defendants are the

8 “Defendants” or “Amira Defendants.” 9 23. During the Class Period, the Defendants were privy to non-public

10 information concerning the Company’s business, finances, products, markets, and

12 present and future business prospects, via access to internal corporate documents, 13 conversations and connections. Because of possession of such information, the

14 Defendants knew or recklessly disregarded the fact that the adverse facts specified

16 herein had not been disclosed to, and were being concealed from, the investing 17 public.

18 24. Defendants had access to the adverse undisclosed information about

20 the Company’s business, operations, related party transactions, financial

21 statements, markets and present and future business prospects via access to internal

22 corporate documents and via reports and other information provided in connection

24 therewith.

25 25. Throughout the Class Period, the Defendants were able to control the

26 content of the various SEC filings, press releases and other public statements 27

28 pertaining to the Company during the Class Period. The Defendants had access to

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1 the documentation of filings alleged herein to be misleading prior to or shortly

2 after their issuance and/or had the ability and/or opportunity to prevent their

3 issuance or to cause them to be corrected. Accordingly, the Defendants are 4 5 responsible for the accuracy of the public reports and press releases detailed herein,

6 and are therefore primarily liable for the representations contained therein.

8 IV. SUBSTANTIVE ALLEGATIONS 9 A. Background of the Company

10 1. Amira’s Industry and Corporate Structure

12 26. Amira produces branded packaged Indian specialty rice and other 13 related rice based products. The majority of the Company’s revenue is generated

14 through the sale of Basmati rice, a premium long-grain variety of rice grown only

16 in certain regions of the Indian sub-continent, under the Amira brand, as well as 17 under other third party brands. Other Amira branded products include snacks,

18 ready-to-heat meals, and a line of organic product offerings.

20 27. In fiscal years 2012 through 2014, the Company generated over half

21 of its yearly revenue outside India. Amira currently has international operations in

22 Malaysia, Singapore, UAE, the United Kingdom, the United States, and Germany.

24 The Company sells products to customers in over 60 countries with a significant

25 portion of international sales going to Asia Pacific; Europe, the Middle East and

26 Africa (“EMEA”); and North America. 27

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1 28. As of March 31, 2014, Amira employed 478 persons (including 36 2 employees in locations outside of India). 3 29. Amira is a holding company in the British Virgin Islands which owns 4 5 a holding company in Mauritius (Amira Nature Foods Ltd. or “Amira Mauritius”), 6 that in turn holds an operating subsidiary in India, Amira Pure Foods Private Ltd. 7 8 (“Amira Pure Foods”). 9 30. Amira’s corporate structure as of March 31, 2014 is illustrated by the 10 following diagram as reported in the Company’s Form 20-F for the fiscal year 11 12 2014, filed with the SEC on July 28, 2014 (“2014 20-F”): 13 Karri A. Pi,iblic Chariana shareholders 14 169.4'/'o 130.6% 15 Amira Nature Foods Ltd 16 (Brirish Virgin Islands) 17 100% 18 Amira Nature Foods Ltd 19 Karan A. Chanana (Muritius) 20 and afliliate 19,6% 21 80.4% 22 Arnira Pure Foods Private Limited Arnira I Grand Foods Inc, 23 (India) (BritLh Vugin islands) 24 100% 25 kite ma Liorial S Libs kiiarie s ' 26 27 (1) Assumes the completion of the purchase by Mr. Karan A. Chanana of 28 1,500,000 equity shares of Amira India.

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1 (2) Includes Share options granted and vested till March 31, 2014.

2 (3) International subsidiaries are:

3 • Amira I Grand Foods Inc. • Amira Food Pte. Ltd. (Singapore) 4 • Amira C Foods International DMCC (UAE)

5 • Amira Foods (Malaysia) SDN. BHD. • Basmati Rice GmbH (Germany) 6 • Basmati Rice North America LLC (U.S.)

7 • Amira G Foods Limited (U.K.) • Amira Ten Nigeria Limited 8 31. Amira operates a single processing and packaging facility in Gurgaon, 9

10 near New Delhi, India. The facility has processing capacity of approximately 24

11 metric tons of paddy per hour. Amira has also secured 48.2 acres in nearby

12 Haryana, India and has begun construction of a new processing plant which is 13

14 expected to increase the Company’s production capacity to more than 60 metric

15 tons per hour.

16 2. Types of Reported Revenue 17

18 32. Amira reports revenue from the following segments:

. Amira Branded Products: several rice varieties (premium and “value”

20 basmati rice and non-basmati rice), as well as a line of products including ready to 21

22 eat snacks, ready to heat meals, edible oil, dairy products, and organics. According

23 to the Company’s 2014 20-F, in FY’14 Amira branded sales increased by $47

25 million, or 24.5% to $238.8 million ($191.8 million in 2013).

26 . Third Party Branded Products: a number of varieties of Basmati and

27 non-Basmati packaged rice sold to many large international and regional 28

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1 F customers, such as Euricom Spa, Indonesia’s Business State Logistics Agency

2 (Bulog), Platinum Corp. FZE, the Seychelles State Trading Corporation Limited

3 and SGS International Rice Co. Inc., who market them under their own brand 4 5 through their own distribution networks. According to the Company’s 2014 20-F,

6 in FY’14 third party branded sales increased by $24.7 million, or 11.5% to $239.1

8 million ($214.4 million in 2013).

9 . Institutional Business: primarily consists of the opportunistic sale of

10 bulk commodities, including: wheat, barley, legume, maize, sugar, soybean meal,

12 onion, potato and millet – sold to large international and regional trading firms.

13 Sales of bulk commodity products to Amira’s institutional customers contributed

14 1.8% of Amira’s total revenue, or $7,446,600 in 2013.

16 33. Amira also separately reports the revenue from international sales and

17 from sales in India. According to the Company’s 2014 20-F, in fiscal years 2014,

18 2013 and 2012, Amira’s revenue from international sales was $323.2 million,

20 $224.8 million and $217.0 million, respectively.

21 34. In India, the Company primarily sells Basmati rice and other

22 packaged foods under the Amira brand name. According to the Company’s 2014 23

24 20-F, revenue in India was $224.1 million in FY’14, an increase $35.2 million or

25 18.6% compared to $188.9 million in FY’13.

26 35. In addition, Amira reports the percentage of Company revenue 27 28 II derived from sales of Basmati rice overall although the Company does not provide

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1 additional details, such as the breakdown between international verses India sales,

2 within the Basmati segment. According to the Company’s 2014 20-F, in fiscal

3 2014 and 2013, Amira derived 65.2% and 76.1% of the Company’s revenue, 4 5 respectively, from sales of Basmati rice ($356.8 million in 2014 and $314.8 million

6 in 2013).

7 B. The Basmati Rice Industry 8

9 1. Basmati Rice 10 36. The global rice market represented approximately $276 billion in

11 value, according to statistics from the Food and Agricultural Organization of the

13 United Nations, based on benchmark rice export prices for the international rice 14 trade. The Indian rice industry was valued at approximately $50 billion in

15 wholesale prices in fiscal 2013, within which the Indian Basmati rice was valued at

17 approximately $4.2 billion, according to the Credit Rating Information Services of

18 India Limited (“CRISIL”) Research Report on the Indian Rice Industry 2.

19 37. Basmati rice has historically only been grown successfully in certain

21 states in North India and in a part of the Punjab region located in Pakistan – all

22 regions with a climate conducive to growing Basmati rice.

23 38. Amira utilizes agents known as “pucca artiyas” who are authorized to

25 make purchases of Basmati paddy (rough, unprocessed Basmati rice) in the

27 2 2014 20-F, 24. 28 p.

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1 organized and government-regulated agricultural produce markets in India known

2 as “mandis.”

3 39. The Basmati rice industry is cyclical and is dependent on the results of 4 5 the Basmati paddy harvest, which occurs for only seven months in the year

6 (September to March).

8 2. Basmati Margins 9 40. A unique feature of Basmati rice is that its quality is perceived to

10 improve with age. Amira reports that its Basmati rice is sold at least 10 to 12

12 months after harvesting and generally commands a price premium. As a result,

13 Amira typically allows their Basmati paddy to age from six to eight months and

14 their processed Basmati rice to age for an additional four to six months before

16 selling it. If there is any fall in the price of Basmati rice during the time it is held

17 for aging, Amira may not be able to recover, or generate the same margins from,

18 the investment in Basmati paddy or processed rice.

20 41. Pricing data is readily available for both paddy and finished Basmati.

21 NNS Grains publishes indices for each that can easily be tracked by using a

22 Bloomberg terminal. The paddy price can be found under “ATARBASM Index”,

24 and the wholesale Basmati price can be found under “KAGRBARI Index”.

25 42. According to PPRG, the Basmati realization spread has had a

26 sustained decline. In the 2 quarters prior to the PPRG Report, the spread collapsed, 27

28 reaching contracting to multi-year lows in December 2014. The Basmati spread

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1 F is the single most impactful driver of ANFI’s profitability. Basmati sales made up

2 62.5% of ANFI’s revenue in FY’14, and the Basmati margin outweighs the margin

3 on other products by ~2x. 4 5 43. After harvest, the paddy is transported to a processing facility, pre-

6 cleaned and dried. After it has been dried, some of it is parboiled to improve the

8 nutritional profile of Basmati rice, causing it to retain more nutrients than regular 9 milled Basmati rice, and changes its texture so that it has a fluffier consistency.

10 After it has been dried, and where appropriate, parboiled, it is stored and aged.

12 Prior to further processing, the paddy is cleaned again and then milled using a rice

13 huller to remove the paddy’s outer and inner husk. Once the husk has been

14 removed, the resulting rice is polished and the broken rice is removed and retained.

16 Amira sells broken Basmati rice as Amira branded “Every Day” Basmati rice at an 17 economical price compared to full grain Basmati rice.

18 44. Amira’s business requires a significant amount of working capital

20 primarily due to the fact that such a large amount of time passes between the

21 purchase of Basmati paddy and the sale of finished Basmati rice. Accordingly,

22 Amira needs to maintain substantial levels of working capital indebtedness which

24 the Company secures with inventory.

25 45. Amira also procures semi-processed rice through vendors. Vendors or

26 suppliers are millers who have bought and aged non-Basmati rice. Amira 27

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1 purchases the semi-processed rice, transports the product to the Company’s rice

2 mill and then finishes, packs, and sells the product.

4 3. Amira Export Data as Reported by the APEDA 5 46. Utilizing the Right to Information Act, PPRG was able to source

6 summary export data for Basmati rice for periods corresponding to Amira’s FY’13

8 and FY’14 from the APEDA. 9 47. APEDA is the governing body overseeing agricultural exports in

10 India; it is the sole regulator responsible for registering exporters, issuing licenses

12 and ensuring product quality. Exporters that wish to export must register with

13 APEDA, upon which time they receive a registration number, or RCMC. In

14 addition, all exporters of Basmati rice have to obtain an Allocation Certificate

16 (“RCAC”) from APEDA. Without an RCAC no shipment can leave the port.

17 48. APEDA keeps record of all Basmati exports and compiles relevant

18 statistics.

20 49. The below tables from APEDA rank the top 20 Indian exporters of

21 Basmati by export volume and includes export turnover data for these companies.

22 In the case of Amira, the APEDA data tells a very different story than the SEC

24 filings.

25 /////

26 /////

28 /////

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2 Top 20Fxportr(af !mti Rice from Top 20 Exporter(s) of Bsmti Rice From O./O4/2O12 To 31l03I2013 01/04/2013 To 31/03/2014 Qlfty(In Total FOB (Im Avg. Tots] Qii1i (Lii Total FOB (hi Avg. Total 3 EExpo rter N Exporter Name MT) L[SD) Price RCAC MI') USD) Price RCAC .5 AGRO EXPORTS 20799 Z88 29467134.6 112.88 57 GRO EXPORTS 42M87.310 7400530.a 1736.5: .D INTERNATIONAL PVL LTD. 206560 160 21379405.2 1031.5 3 NTERNATIONAL PYT. 11571 2,4 2999 IQ3 4 LW. 9,45 135.7: T FOODS LIMITED 1 84017 891 2044104.5 I09.2 25 FOODS LIMITED 16832.7 301g751.45 1651.71 2 'HAND KUMAR UNSTAROV€RSEAS LTD. 160297790 154 3383.7 965.91 51 142575. 3 32 i W8 786 5.03 1354.2 FIRI LAL MAHAL LIMITED 14351 999 1765636-4.76 1227.21 2 RTS) LTD. 5 RBL LIMITED I321848 IS819865 7.731 1198.281 Si AR OVERSEAS LTD. 1744O51.7 1.3426 7( HI1OOR FOODS LTD. UNITED 10B344.E51 17421C.2 16O.QI 72 ORMRLY SATNAPI OVERSEAS 9418250 9529301.I I 011.9 6 [D.) ______I FOODS LTD. 91091 4571 96n09F)17l I061 621

7 RLY STNAN QV€S.AS 11151345.

MJRCHAND JAGLMSH KUM1R SHAK1 INTER GLO13E 2 7491537 5.951 I US 149599708.9 8 XPOPTS) LTD. ?VL LTD 9497 LAL MAHAL UNITED 4 I1A PURE FOODS PUT UNITED

9 - _Z_ BUSH FOOL$ Q/ PRIVATE 6 5631 .M1TED LIMITED 7 VT. LTD. 10 ANTOSH 53 6 LYA5 EXPORTS PSTLTD RRK OOL1S PRIVATh Ur1ThD 42401 HREE AGRICO ORIS PVT. 11 JAGD15c 41873 iicq.i - XPORTS PVT. LTD ______4157.C5 127B] tI 2024142 5471 ___ ______I112193 32734

12 2~p 14 I According to APEDA, Amira Pure Foods is India ' s 1b largest exporter of basrnati rice, having 13 I generated basmati export turnover of $68.6m in FY'13 and $87,4m in FY'14.

15 C. Amira’s Overstatement of Basmati Export Revenue

16 50. According to APEDA, Amira exported ~$69m and ~$87m of Basmati 17

18 in FY’13 and ’14. In the table below, PPRG compares this data to Basmati export

19 sales claimed by Amira in its SEC financials:

20 ///// 21

22 /////

23 /////

24 ///// 25

26 /////

27 /////

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Amira Ove rstatement of Revenue from Basmati Exports 1

2 Reported Export Sa les $224.8 $323.2 (-) Reported Institutional Sales $ 7.4 $ 69.4 Export Rice Sales (1) 217.4 $253.8 3 (+) India Rice Sales 1) $188.9 $224.1 Total Rice Sales 1) $406.3 $477.9 4 Export Rice Sales. % of Tote! Rice Sates (1) 5a5% 531% (1 Renorted Total Basmti Sales $314.8 $356.8 5

Revenue from BaniatI Exports Claimed In Amiras SEC Financlals (1) $18.4 $189.5 6 Official Data for Amira Revenue from Export Sales, per APEDA $68.6 $87.4

7 Overstatement of Revenue from Basmati Exports (1) $99.9 $102.1 % Overstatement of 8 Revenue from Basmti Exports (1) 145.6% 116.9%

1) Prescience Paint oshmtc 9 Sources. ANFI filings wrth the SEC, conver3ations with ANFI management, APEDA dt

Note: ANFI does not disclose its Basniali Export Sales; however, it does provide enough 11 information to derive a close @stirrt. While the logic involved in esfirnating this metric (is described below) is straight-forwrd, we corroborated the validity of our methodology with 12 current ANEI C10 Bruce Wacha:

13 PP: Intmational vs India sales were split almost 60%/40% [in FY'14]; I'm wondering whether it's safe to simply split total basniati sales using that same ratio in order to estimate international basmati revenue 14

Bruce Wacha: The in5t/tut/ona/ business is non-India; if you back that au 15 it's safe to make that assumption.

16 Mrthod and Assumptions: • we assume all Institutional revenue is classified as export revenue (i.e.. all India revenue is generated from the Sale of Tice), a safe assumption given that most institutional sales 17 have been made to a single customer in Bangladesh by backing out institutional sales from reported export revenue, we derive an 18 estimate of international rice sales, • we then calculate the proportion of total rice sales made in India vs Internationally 19 • we assume the proportion of basmati revenue to total rice revenue is equal regardless of whether the sale is domestic or international, & calculate basmati export revenue in 20 accordance with the % of estimated total rice sales generated from exports

21 51. In this base case analysis, outlined in the table above, PPRG estimates

23 that Amira overstated its Basmati export sales by ~145% in FY’13 and ~117% in

24 FY’14 and Amira overstated its Basmati exports by ~$100m in FY’13 and ~$102m

25 in FY’14 - meaning that ~24% and ~18.7% of ANFI total sales in FY’13 and

27 FY’14, respectively, were fabricated.

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1 52. As discussed above, only certain limited information concerning the

2 various types of revenue is provided by the Company in their SEC filings. The

3 Company discloses total Basmati rice revenue as a percentage of total revenue (e.g. 4 5 76.1% of total 2013 revenue which is equal to $314.8 million) but it does not

6 disclose how much revenue it derives from Basmati rice exports. However,

8 according to Defendant Wacha’s comment in the earnings conference call, the 9 general split, of roughly 60% of the total revenue as international (if the

10 institutional revenue is backed out) with the other 40% coming from India 3, can be

12 lied to Basmati rice revenue. Therefore, based on the Company’s filings which 13 reported that Basmati revenue is 76.1% of total revenue, we can calculate that 60%

14 of this is revenue from exported Basmati rice. Sixty percent of $314.8 million is

16 $185.7 million and therefore Amira’s SEC filings reported $185.7 million in 17 revenue from Basmati rice exports in 2013. This is considerably more revenue

18 than the $68.6 million in Amira Basmati rice exports that the APEDA reported for

20 FY’13. International revenue was therefore overstated by at least $117.1 million in

21 FY’13.

22 53. Similarly, Amira reports in its 2014 20-F that 65.2% of the

24 Company’s total revenue was derived from Basmati rice sales. The 2014 20-F

25 reports total revenue for FY’14 as $547.3 million. Revenue from Basmati rice

3 27 See e.g. “For the fiscal year ended March 31, 2014, we derived 40.9% of our revenue from sales in India...” 2014 20-F, p.25. 28

CONSOLIDATED CLASS ACTION COMPLAINT -18- Case No.: CV 15-0957 FMO (PJWx)

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1 sales is reported to be 65.2% of the $547.3 million, or $356.9 million. Sixty

2 percent of $356.9 million is $214 million and therefore Amira’s SEC filings

3 reported $214 million in revenue from Basmati rice exports in 2014. This is 4 5 considerably more revenue than the $87.4 million in Amira Basmati rice exports

6 that the APEDA reported for FY’14. International revenue was therefore

8 overstated by at least $127 million in FY’14. 9 54. Had Amira truly generated the revenue from Basmati exports it

10 reported to US investors, it would have been the 4th and 5th largest exporter of

12 basmati rice in FY’13 and FY’14, respectively, and earned the corresponding slots

13 in the APEDA tables above.

14 55. By comparison, competitor Indian Basmati exporters report Basmati

16 export sales comparable to the export data compiled by APEDA.

17 56. KRBL and LT Foods are the dominant players in Amira’s industry.

18 They have the #1 and #2 market shares, respectively, for the sale of branded

20 Basmati in India. KRBL also has the #1 export share for Branded Basmati. Their

21 export numbers line up with APEDA’s as indicated in the following table provided

22 in the Report:

24 /////

25 /////

26 /////

28 /////

CONSOLIDATED CLASS ACTION COMPLAINT -19- Case No.: CV 15-0957 FMO (PJWx) Case 2:1 -00957-FMO-PJW Document 56 Filed 06/01/15 Page 23 of 63 Page ID #:540

2 $ million KRBL

3 Total reported export rice sales 1973 " Tothi export Bsrnti rice sales ii 175' 4 APEDA reported export revenue 1742 5.bI 5

LT Foods (Z) 6 Total reported sales Total Basmati rice sales I2 272 7 Total export Basmati rice sales i 1213 APEDA reported export revenue 123.5 8 (1.4I

9 AN H Total Basmati rice sales claimed 1 10 APEDA reported export revenue 874 102.11 11

1) According to KRBL filings. Basmati rice contributed to 95% of the domestic rice 12 sales. We are assigning the same percentage for export sales 2) According to LT Foods' filings. Basmati rice contributed to 70% of its total sales. 13 3) LT Foods export sales to total sales ratio for FY was 44%- We apply the same percentage to derive Basmati export salesfor the company 14

15 57. Moreover, a complete list of Basmati Rice exporters in India, available

16 from the APEDA at http://itrack.apeda.gov.in/onlineregistration/Di

17 ExpList.aspx, does not include any discernible Amira related parties whose 18

19 rice export revenue might reasonably be included in Amira’s finances to account

20 the large discrepancy. Moreover, even if there are Amira related entities

21 exported Basmati rice revenue is being included in Amira’s SEC financial 22

23 these related parties have not been disclosed as required.

24 /////

25 ///// 26

27 /////

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1 D. Amira’s Overstatement of Revenue from Sales in India 2 58. According the Company’s 2014 20-F, Amira faces competition from

3 “both Indian and international producers of Basmati and other rice and other food

4 products.” 5 6 59. In choosing a set of comparables for Amira, PPRG selected 3 publicly

7 traded Indian Basmati rice companies – KRBL, LT Overseas, and Kohinoor Foods.

9 These are the top 3 branded Basmati companies. Compared to Amira, each of 10 these companies has a larger processing capacity, greater brand recognition (both

11 in India and international markets), and significantly greater financial and

13 operational resources.

14 Peer MarCrl Analysis — ITM .r (NIT H1 .Rs.uwi(I.&nrn) 15 Margin Margin Total sales

16 KRBL 22.5; U1 LT Food 21.4% 126% 416% Kohrnooir 20.7% 97% 741% 17 4X LAverage 21.5% 12.8%

18 xo ANFI1 238?4 15% I'arne. bp 233 70 2CJ 19 1J 1 1IIL.d* 1c Awia UA,4,pen king I iII,3.I $.I

LT FDods KixiFoxs ANF1 21

22 60. As demonstrated in the above charts, the results of the comparison are

24 astonishing. Amira is reportedly generating the most revenue on the least 25 processing capacity of any of its peers. Amira’s sales exceed KRBL’s, yet Amira

26 has little more than a tenth of KRBL’s processing capacity. Of all comps, KRBL

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1 F has the most processing capacity, and it is widely known as the largest branded

2 Basmati company in India.

3 61. In addition, Amira reports the highest gross margin in the peer group. 4 5 Amira’s gross margin is higher than KRBL’s. Higher margins should indicate

6 better pricing power, greater operating efficiency, and a higher proportion of

8 Basmati and branded sales verses total sales. But Amira possesses none of these 9 advantages.

10 62. Based on KRBL information, PPRG’s Report provides an analysis of

12 Amira’s India revenue. The Report explains in part: 13 • KRBL has a 30% market share in the branded Basmati space in 14 India. KRBL’s FY14 revenue from Basmati rice sales in India was approximately $230m. Using these data points we back 15 into a total branded Basmati market size of $ 766.7m for India. 16 • For [Amira], we assume a market share of 5% share, per 17 KRBL. This implies [Amira], at this market share, would generate India revenue of $38m, which is $185m less than what 18 [Amira] reports. 19 • By summing [Amira]’s suspect export sales ($102.1m) and

20 suspect India sales ($185.8m) we get a total for [Amira] suspect sales of $287.9m, which is 52.6% of its FY14 reported sales, 21 indicating potential revenue overstatement of >100%.

22 63. Based on this analysis, therefore, Amira has overstated the

23 Company’s revenue from Basmati rice sales in India in FY’14 by $185 million. 24

25 64. The following PPRG chart summarizes their analysis of Amira’s

26 revenue overstatement, indicating 52.6% of Amira’s sales in FY’14 are likely non-

27 existent: 28

CONSOLIDATED CLASS ACTION COMPLAINT -22- Case No.: CV 15-0957 FMO (PJWx) Case 2:1 -00957-FMO-PJW Document 56 Filed 06/01/15 Page 26 of 63 Page ID #:543

Calculation Value ~ 3 (USDrn) Suspect sales from Bumati rice exports 4 Revenue horn Bsrnati exports dairnd in ANFIs SEC financials (1 189.5 Bas mat rice saIes- as per APCDA 87.4 5 Suspect export sales 102.1 Suspect sales as a percentage of total reported sales for FY14 19. 7%1 :. 6 Supct sales from Ind! 7 Total India sales- Reported (2) 224.1 Actual mdia sales calculation India Basmati Market size estImation based on KR8LfInandIs (3 230/ 30% 766.7 8 ANFIs Bdsrndti rice market share for India (4} 5% ANIFI Basirr ati sales for India 1bb.7 5% 38.33 9 Suspect sa les from India 15.8 . Susp.ct s&ei as a percentaim of total reported s.l.i for FY14 s3.9%7 10

11 overstatement 102.1+185.8

52.5% 12 suspect sales as a percentage of total reported sales

1)W@ have provided a de ta iled calcul ation oi this figure in one of our earlier exhibits 13 (2} PP etlmae all of AFP India sales are 6arnatI aIe 13}C,onversatbns with KIRIBIL management rvId that XIRBIL has market share of 30% in the Indian Bsniti rice ma rket. KIRBLs IFY14revenue from 14 8an1ti rice cal!n Irliwa n&$230m. Hence we dMd share ôarrtvat th e total mrIctiz (4) KflL management also Indicated that ANF I 's market share is le than We assume a conservative share of 59E IorNIFI

16 E. Related Party Transactions 17

18 65. Statement of Financial Accounting Standards (“SFAS”) No. 57 and

19 No. 850 provide that a public company’s “[f]inancial statements shall include

20 disclosures of material related party transactions.” SFAS No. 57 ¶ 2; 850-10-50-1. 21

22 “Related party transactions” include those between “an enterprise and its principal

23 owners, management, or members of their immediate families” and those between

24 a company and its “affiliates.” SFAS No. 57 ¶ 1; 850-10-05-3. “Affiliate” includes 25

26 any company that is under common control or management with the public

27 company. SFAS No. 57 ¶ 24(a, b); 850-10-20.

CONSOLIDATED CLASS ACTION COMPLAINT -23- Case No.: CV 15-0957 FMO (PJWx)

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1 1. Karam Enterprises 2 66. After close of market on April 2, 2013 an article entitled “Amira

3 Nature Foods – Underfunded and Overvalued” was published on

4 seekingalpha.com. The article details how Amira is not adequately funded and 5 6 involved with many related party transactions. The article discusses Amira’s sole

7 representative of Amira Foods in the Middle East, Karam Enterprises, which is

9 operated by Defendant Chanana’s father, Anil Chanana. The article states in 10 relevant part:

11 One particularly troubling related party relationship worth 12 detailing is with a company called Karam Enterprises. Karam

13 Enterprises, according to their website, is the sole representative of Amira Foods for the Middle East (Amira’s largest market 14 outside of India) and some African countries. The contact phone

15 number for Karam is 9714-2351755 which is the same number Amira uses for their Dubai headquarters. The whois data for 16 Karam's website also shows that Amira Foods is the registrant.

17 Additionally, the managing director of Karam is Anil Chanana, who is the father of Karan Chanana, the current CEO of ANFI. 18 According to the 2006 annual report, Anil had previously been

19 the managing director of Amira prior to his son taking over, before resigning from Amira for personal reasons. Amira had 20 been a 5% owner of Karam, with Anil owning 34%, and Karan

21 owning 24%, but Amira appears to have sold their 5% Karam ownership stake in fiscal 2007. Additionally, as of 9/27/2012, 22 Karam Industries, with Anil signing as representative, owned

23 1,113,134 shares of Amira India. This is a disturbing conflict of interest, and a nightmare for maintaining proper internal controls.

24 67. PPRG confirms that Amira has been transacting with an undisclosed 25 26 11 related party Karam Enterprises since the IPO, and that Karam Enterprises was

CONSOLIDATED CLASS ACTION COMPLAINT -24- Case No.: CV 15-0957 FMO (PJWx)

Case 2:1 -00957-FMO-PJW Document 56 Filed 06/01/15 Page 28 of 63 Page ID #:545

1 Amira’s largest customer. Karam was purportedly Amira’s sole distributor in the

2 EMEA, its largest market outside of India.

3 68. The Report discloses a conversation PPRG had with a former Amira 4 5 director who served on the audit and corporate governance committees. The former

6 director stated that:

8 1. Karam was indeed Amira’s largest customer (as it once claimed on its website), and 9 2. Amira was still transacting with Karam through the date of his 10 resignation at the end of Q3’2013.

11 69. The 2013 Form 20-F (“2013 20-F”) and the 2014 20-F which omitted

12 this material information were therefore not in compliance with Generally

14 Acceptable Accounting Principles (“GAAP”).

15 70. Financial Statements not in compliance with GAAP are presumed to

16 be misleading. SEC Regulation S-X, 17 C.F.R. § 210.4-01. Therefore, the 17

18 Company’s 2013 and 2014 20-Fs were misleading. 19 2. Other Undisclosed Related Parties are Clients and Suppliers 20

21 71. The Report raises additional important questions regarding Amira’s 22 clients and suppliers. According to PPRG, there are over a dozen undisclosed

23 related party entities situated inside Amira headquarters, some of which are in the

25 same business as Amira. 26 72. The Report states in relevant part:

27 Motivated by evidence that ANFI is not fully disclosing related 28 party transactions, we became suspicious that additional related

CONSOLIDATED CLASS ACTION COMPLAINT -25- Case No.: CV 15-0957 FMO (PJWx)

Case 2 -00957-FMO-PJW Document 56 Filed 06/01/15 Page 29 of 63 Page ID #:546

1 parties may exist. Further investigation revealed scores of undisclosed related parties that either, 2 1. List ANFI’s corporate or registered address as their own

3 2. List an @amirafoods.com email address for official contact 3. Are directed by Karan Chanana and/or his wife Radhika 4 By our count, we identified 11 related parties that have never 5 been mentioned in ANFI’s SEC filings, on the company’s

6 website, or in any public forum. Most meet all of the above criteria –> they are operated from within Amira’s headquarters, 7 use Amira email addresses, and are directed by Karan Chanana

8 or his wife. We have found that at least a couple of these entities are in the 9 business of distributing rice, including Basmati rice, and other

10 commodities. They are in the same business as ANFI, and operating from the same address. 11 • These two entities are Bharat Food Traders and Amira

12 Enterprises Ltd.

13 (emphasis in the original).

14 73. These entities are summarized in the following charts provided in the

15 Report: 16

17 Anira Sez and /mira Infraa Amira Info Amira Biness Amira Renerg Aiiir Erterprises Amira Pure 18 Infrastructure P Structure Private Technologies Investments Name Private Ltd Ltd Foods Private Ltd Ltd Ltd Private Ltd Pvate Ltd 19 I II B-1-E-2, Mahan 37 Bndh Road, 54 Prakriti Marc, 54 Priiti Marg, 54 Prakrii Mrg, ccperative Induslna 54 Prakriti Maig, II 54 Prakriti Marg, Address M. Rodnew 20 Sultanpur Farms Sultanpur Farms Suanpur Farms Eslale, ND Maihura Sultanpur Fams Sultanpur Farms Delhi, Dehi, India I H

21 gurpreetkaur© gurpreetkaur gurpreet.kaur gurpreet.kaur@ gurpreetkauii gurpreet.kaur( takapxrpe Contact amirafoods.cani amiralouds.com aFnirafoods.com amiFafoodscoin auiiratoods.coui aniirafoods.coni gsusbI.com

22 KaranChanana H H H KaranChanan Anil Chanana. Karan Chanana Anil Gupta 23 Karn Chanana Rdhika Charna II arnChnana II K&anChanana II KunIChanana Directors Radhika Chanana I Anita Daing Ratihika Chanana (MD) I Anita Dang Radhia Chanana Anita Dang Anita Daing Shy3m Poddar 24 Anita Daing RahulSocd

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1 I Anantyaa Sharba I II I Keneti: Exports II Ad-E Biss.corn I Cue Enterprises II Bharat Food I Business Enterprise Private Enterprises Name PvtLtd ii Private Ltd Private Ltd Traders 2 Ltd Private Ltd

3 40 Janpath, II B-l-E-28, Mohan II I II I 54PrakritiMarg, H II cooperative Industrial II 54 Prakriti Marg I 54 Prakriti Marg, II 54 Prakrili Mang, I Address I 'I New Delhi, Delhi, Sultaripur Farms Estate. D Mathura H Sullanpur Farms Suftanpur Farms Suanpur Farms 4 Ind-i 10001 Road

I rajesh.aroralTli II gurpreet.haur II gurpreet.kaur II gurpreeI.kaur I gurpreet.kaur I 5 Contact rgmail.ccm arnirafoos.com arriiratocds corn arrliratools.ccrn amirtoo1scorn

6 Karn Channa(fomer Karan Ghanana director through Karan Ghanana Karan Chanana Radhika Chanana 7 Directors Radhika Chanana 11 2O1 1) Radftka Chanana Radhika Chanana Anish Chanan Rahika Chanana 8 Mill Chanana 9 74. PPRG also identified a related party company named Gautam 10

11 TechAgro India Pvt Ltd. (“Gautam”) which claims to claims to be one of Amira’s

12 largest suppliers and has a senior-level employee claiming it to be Amira’s national 13 distributor. 14

15 75. Neelkanth Suppliers (“Neelkanth”) and Pheasent Commerce

16 (“Pheasent”) are two shell company owners of related entity Amira Enterprises. 17 76. Ministry of Corporate Affairs (“MCA”) filings for Neelkanth and 18

19 Pheasent indicate that Chanana – through entities he owns and directs – appointed

20 a common director for Neelkanth and Pheasent – Gian Chand Sethi (“Sethi”). 21 Sethi is the signatory on file with the Ministry of Corporate Affairs for these two 22

23 entities.

24 77. Sethi is also Chairman of Gautam which was founded on December 8, 25 2011 (a few months of Chanana’s transfer of Amira Enterprises equity to 26

27 Neelkanth and Pheasent).

CONSOLIDATED CLASS ACTION COMPLAINT -27- Case No.: CV 15-0957 FMO (PJWx) Case 2:1 -00957-FMO-PJW Document 56 Filed 06/01/15 Page 31 of 63 Page ID #:548

1 78. According to marketing documentation produced in April 2013,

2 Gautam claims to be one of Amira’s largest suppliers:

3 Our Valued Customer : We are one of the major suppliers of 4 Rice to India’s major rice players like Amira Pure Foods, LT

5 Food (Dawaat Brand), DD International & Amirchand Jagdish Kumar (Aeroplane Brand) and on International Level we have 6 our pride name Al Maya Group of UAE, Al maya is one of the

7 biggest buyer of our basmati rice. Having around 550TMT volume to these customers annually. 8

9 79. Moreover, according to the professional profile page on Yatedo.com

10 (similar to LinkedIn) of Gautam’s head trader, Balwant Sigh Rana, Gautam is also

11 “National distributor for Amira Foods.” 12

13 80. Both the 2013 20-F and the 2014 20-F state that “Since the IPO, we

14 have not entered into any purchase or sale transactions with any related party.”

15 This is a materially false statement because Amira has continued to engage in 16

17 related party transactions since the IPO.

18 81. Therefore, these related party transactions – disclosed or undisclosed

19 – were being conducted after the IPO. 20 3. Amira’s $30M Sham Real Estate Transaction 21

22 82. Amira states that it intends to transfer $30m of $225m of what will be

23 newly raised of debt. PPRG reports that the proposed transfer amounts to a sham

24 real estate transaction. 25

26 83. Amira’s Form 6-K filed on January 28, 2015 states that the

27 Company’s intent is to raise $225m in debt capital. In addition, $30m of the

CONSOLIDATED CLASS ACTION COMPLAINT -28- Case No.: CV 15-0957 FMO (PJWx) Case 2:15-cv-00957-FMO-PJW Document 56 Filed 06/01/15 Page 32 of 63 Page ID #:549

1 F $225m raised will be applied toward purchasing Amira Enterprises Private Ltd.

2 Per MCA records, “Amira Enterprises Private Limited” is the former name for the

3 entity Amira Enterprises Limited. Amira states the reason for the purchase is to 4

5 take ownership of an 86 acre plot of land Amira Enterprises holds.

6 84. The Form 6-K filed on January 28, 2015 was materially false and

7 misleading because it did not disclose the true ownership and operations of Amira 8

9 Enterprises, the company that Amira was going to acquire to get its plot of land.

10 According to the Report, “most of the $30m will go directly to Karan Chanana

11 who owns Amira Enterprises through shell companies he set up that are owned by 12

13 companies he owns.”

14 85. Amira Enterprises is more than a holding company that owns a plot of

15 land; it is in fact in the business of selling Basmati rice and other commodities. 16

17 Amira’s purchase of Amira Enterprises would more appropriately be described as

18 the purchase of a related party which is also a customer and/or competitor of

19 Amira Pure Foods. 20

21 86. The purchase price appears to be multiples of both Chanana’s

22 purchase price and current market rates, amounting to an egregious transfer of

23 shareholder capital into Chanana’s pockets. 24

25 87. The Report further details its research that:

26 1. Chanana purchased this 86 acre plot in 2009-2010 with the 27 purpose of developing commercial real estate, but depressed real

28 estate prices in the area have made this an economically unviable

CONSOLIDATED CLASS ACTION COMPLAINT -29- Case No.: CV 15-0957 FMO (PJWx) Case 2 -00957-FMO-PJW Document 56 Filed 06/01/15 Page 33 of 63 Page ID #:550

1 possibility. This land is personal real estate deal gone bust, that is being ‘repurposed’ for ANFI. 2 2. [Amira] is vastly overvaluing Chanana’s property, for 3 Chanana’s pocketbook. At $30m, Chanana will reap a payoff (at 4 shareholders' expense) of 5.3x his cost – for land that is no longer viable for its originally intended purchase 5 3. Based on our benchmarking of the 80 acre property against a 6 basket of agricultural properties for sale in the same area, 7 [Amira] is overvaluing the property by >2x. This is a conservative estimate. 8 4. [Amira] does NOT NEED THIS LAND. 9 88. Chanana will earn a profit of ~$24.3m, equating to a cumulative 10 11 return of 445% for a plot presumably purchased in 2009-2010 – all on a real estate 12 deal that has limited-to-no economically viable development prospects. He will 13 also be made liquid on an asset potentially unmovable at his purchase cost. 14 15 89. Amira already owns a 48.2 acre plot in Haryana, India on which it 16 intends to build its new 48MT/hour processing facility. Arguably, this facility will 17 only require ~16 of those 48 acres. 4 There is no need to transfer $30m of 18 19 shareholder capital to the CEO for an additional 86 acres. 20 90. In addition to the windfall from the sale of this property, Defendant 21 F Chanana’s compensation for his position at Amira is as PPRG states “astoundingly 22 F 23 4 24 Per the 2014 20-F, “As of March 31, 2014, we have secured 48.2 acres in nearby Haryana, India and have begun construction of our new processing plant...” 25 According to Amira’s 20-F, the Company’s existing facility, which processes 24 26 MT of paddy per hour, spans a covered area of 310,221 sq ft, or ~7.12 acres; the 27 new facility, with 2x the processing capacity, should demand ~2x the acreage, or ~16 acres. 28

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1 more than 3x the average of his peers.” The industry average is $275,491 while his

2 annual salary is $946,200. He also lent money to Amira at 11.6% interest per

3 annum compounded on a daily basis. According to the Report, the “loan balances 4 5 owed by the company as at FY12-14 amounted to USD 1.2mn on average.”

6 91. Not only is Defendant Chanana heavily compensated, but he also uses

8 Amira funds for his personal expense. According to the Report, Amira is paying

9 for a house manager and chef for Defendant Chanana’s farm house.

10 92. The related party transactions benefited the Company’s CEO and his

12 family at the expense of shareholders.

13 93. The related party transactions therefore support a strong inference of

14 scienter.

15 F. Further Materially False and Misleading Statements 16

17 94. The Registration Statement was signed by Defendants Chanana and

18 Suneja. On September 27, 2012, the Company filed its final Registration Statement

19 amendment with the SEC on Form F-1/A.

21 95. On October 11, 2012, in connection with the Company’s IPO, Amira

22 filed a Prospectus on Form 424B4 with the SEC.

23 96. The Registration Statement and Prospectus are collectively referred to

25 as the “Offering Documents.”

26 97. The Company amassed $90,000,000 in its IPO, selling 9,000,000

27 ordinary shares of Amira securities at $10 per share. 28

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1 98. The Offering Documents were materially false and misleading

2 because they failed to adequately detail related party transactions. The Offering

3 Documents discussion of related party transactions summarizes these transactions 4

5 as “loans and advances, issuances of securities, and purchases and sales of goods

6 and raw materials” and rent paid to Defendant Chanana for offices in India but

7 does not disclose: the involvement of Karam Enterprises; that multiple entities 8

9 operating from the same address as Amira are in the same business as Amira and

10 are functioning as undisclosed clients and suppliers of Amira; the incredible

11 windfall that Defendant Chanana is personally receiving for the (unnecessary) sale 12

13 of his land to the Company; nor that the Company pays for a house manager and

14 chef for Defendant Chanana’s farm house.

15 99. Moreover, the Offering Documents contained glowing statements 16

17 concerning Amira’s growing revenue and future prospects from exported Basmati

18 rice, stating in part:

19 We expect to continue to benefit from this significant growth in 20 global demand for Basmati and other specialty rice, which we 21 believe will outpace the growth of the overall rice industry.

23 Our Strengths

24 Our competitive strengths have contributed to our strong

25 track record and we believe will enable us to capitalize on future growth opportunities : 26 •A Global Leader in the Attractive Packaged Specialty Rice 27 Industry, and Primarily Basmati Rice . We are a leading global

28 provider of packaged specialty rice, and primarily Basmati rice,

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1 which represents a distinct competitive advantage, since Basmati is a premium rice variety that generally commands 2 higher prices and is more profitable compared with other types

3 of rice. The Basmati segment continues to experience significant growth in India and internationally compared to the 4 overall rice industry . 5 •Strong and Growing Presence in over 40 Countries around the

6 World , Primarily in Emerging Markets. Our products are sold in over 40 countries worldwide, which are primarily comprised of 7 high-growth emerging markets. Amira India is recognized by the

8 World Economic Forum as a Global Growth Company, an invitation-only community consisting of approximately 300 of 9 the world's fastest-growing corporations, including companies

10 such as illycaffe SpA and Intralinks.

11 * * * Revenue increased by $74.0 million, or 29.0%, to $329.0 million 12 in fiscal 2012 from $255.0 million in fiscal 2011, primarily due 13 to an increase in prices, and to a lesser extent an increase in volume. These higher prices are attributable to the higher 14 proportion of our revenue derived from sales of Basmati rice, 15 which commands higher prices than non-Basmati rice . This

16 revenue growth was driven primarily by sales of third party branded products to our international customers , which 17 increased by $62.9 million, or 53.3%, in fiscal 2012, and by

18 revenue from sales of Amira branded products, which increased by $26.7 million, or 28.0%, in fiscal 2012 as compared to fiscal 19 2011.

20 * * *

21 Revenue from international sales increased by $59.3 million, or 37.6%, to $217.0 million in fiscal 2012 from $157.7 million in 22 fiscal 2011, primarily due to a $62.9 million or 53.3% increase in

23 revenue from sales of third party branded products to our international customers. This was primarily due to an increase 24 in prices from a higher proportion of Basmati sales .

25 [Emphasis added.]

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1 100. In addition, the Offering Documents contained glowing statements

2 concerning Amira’s growing revenue and future prospects from sales of Basmati

3 rice in India, stating in part: 4

5 In India , we primarily sell Basmati rice and other packaged foods such as ready-to-eat snacks under the Amira brand name. 6 Branded Basmati rice typically produces higher margins

7 compared to non-branded Basmati rice . Sales of our branded products have increased as a percentage of revenue in recent 8 years, and we believe that the expansion of our distribution

9 network and arrangements with large retail chains in India will result in increased Indian revenue from Amira branded 10 products .

11 * * * 12 India revenue. Our Indian sales accounted for $94.0 million,

13 $97.3 million and $112.0 million of revenue for fiscal 2010, 2011 and 2012, respectively . We currently sell Basmati rice in 14 India through a network of distributors who distribute our

15 branded products to traditional retail outlets. In order to increase our Indian revenue, we have recently entered into additional 16 arrangements with leading retail chains for the distribution of our

17 branded products. We had 62 Indian distributors as of March 31, 2012. 18 * * * 19 Revenue from sales in India increased by $14.7 million, or 20 15.1%, to $112.0 million in fiscal 2012 from $97.3 million in fiscal 2011, primarily due to our replacement of smaller 21 distributors with larger distributors that were more successful at 22 selling our products, enabling us to increase revenue growth.

23 [Emphasis added.]

24 101. These statements are materially misleading in that they are designed

25 to portray Amira as being a global leader in the export of Basmati rice and a 26 27 F company which has experienced and will continue to experience an international

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1 strong and growing presence via the sale of Basmati rice – and that as a result of

2 Amira’s global leadership and strong and growing presence in the Basmati market,

3 the revenue from the sale of their Basmati rice would cause a) international 4 5 revenue for the Company to rise higher than $217 million; b) Indian revenue for

6 the Company to rise higher than $112 million; and c) total revenue from the

8 Company to rise higher than $329 million. 9 102. Moreover, these totals for international, Indian, and total revenue as

10 stated in the Offering Documents were also likely materially false and misleading

12 because, as indicated by the APEDA information and the PPRG analysis, even 13 with the growth of fiscal years 2013-2014, Amira is not achieving these revenue

14 totals and therefore could likely not have had these revenue totals at the time of the

16 IPO. With an overstatement of international revenue of at least $117 million in

17 2013 and $127 million in 2014, total international revenue for those years ($107

18 million for FY’13 and $196 million for FY’14) is lower than that reported in the

20 Offering Documents for FY’12 ($217 million) which would indicate negative

21 growth if the $217 million in reported international revenue for the FY’12 is

22 accurate.

24 103. On June 13, 2013, Amira filed its annual report for the Company’s

25 fiscal year ending March 31, 2013, on Form 20-F. The 2013 20-F was signed by

26 Defendants Chanana and Poddar.

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1 104. As well as repeating the materially false and misleading statements

2 from the Offering Documents concerning the Company’s strengths and position in

3 the international and Indian Basmati rice markets, the 2013 20-F is further false 4

5 and misleading in the reporting of revenue for the FY’13, stating in part:

6 Our results of operations, cash flows and financial condition are

7 affected by a number of factors, including the following:

8 Demand for Basmati rice

9 In fiscal 2013, 2012 and 2011, we derived 76.1%, 69.8% and 61.0% of our revenue, respectively, from sales of Basmati rice . 10 Its unique taste, aroma, shape and texture have historically

11 elicited premium pricing. Consumption of Basmati rice in India is estimated to have grown at a CAGR of 25.0% to 1.5 million 12 metric tons in fiscal 2011 from less than 0.5 million metric tons

13 in fiscal 2006, according to CRISIL Research. Indian Basmati rice exports grew at a CAGR of 20.2% by volume between fiscal 14 2007 and 2011. However, any negative change in customer

15 preferences for Basmati rice may result in reduced demand and could harm our business and results of operations. 16 Demand for our products in our international markets

17 In fiscal 2013, 2012 and 2011, our revenue from international 18 sales was $224.8 million, $217.0 million and $157.7 million, respectively , and accounted for 54.3%, 66.0% and 61.9% 19 respectively, of our revenue in these periods. We sold our 20 products to customers in over 40 countries and significant portions of our international sales were to Asia Pacific, EMEA 21 and North America.

23 Revenue 24 We derive our revenue primarily from the sale of Amira branded

25 and third party branded products and bulk commodities to our customers in both Indian and international markets. The revenue 26 is presented net of product returns, if any, made by customers.

27 Our revenue grew by $84.7 million or 25.7% in fiscal 2013 as

28 compared to fiscal 2012, and by $74.0 million or 29.0% in

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1 fiscal 2012 as compared to fiscal 2011, respectively . Revenue from both our Amira branded products and our third party 2 branded products contributed an aggregate of 98.2%, 91.9% and

3 83.5% to our revenue in fiscal 2013, 2012 and 2011, respectively. Sales of bulk commodity products to our 4 institutional customers contributed 1.8%, 8.1% and 16.5% to our

5 revenue in fiscal 2013, 2012 and 2011 respectively. We expect to continue benefiting from the significant growth in demand for 6 Basmati and other specialty rice, which we believe will outpace

7 the growth of the overall global rice industry and resulting margins. Our top five customers and distributors in fiscal 2013, 8 2012 and 2011 accounted for 33.4%, 46.6% and 50.5%,

9 respectively, in these periods.

10 International revenue. Our international sales accounted for $224.8 million, $217.0 million and $157.7 million of our total 11 revenue for fiscal 2013, 2012 and 2011, respectively . Almost all

12 of our international revenue is from sales to large distributors and global retailers. Our international revenue in fiscal 2013 was 13 primarily derived from sales to customers in EMEA ($193.3

14 million), Asia Pacific ($24.7 million), and North America ($6.8 million). We had 23 international distributors as of March 31, 15 2013. 16 India revenue. Our sales in India accounted $188.9 million,

17 $112.0 million and $97.3 million of revenue for fiscal 2013, 2012 and 2011, respectively . We currently sell Basmati rice in 18 India through a network of distributors who distribute our

19 branded products to traditional retail outlets. In order to increase our Indian revenue, we have recently entered into additional 20 arrangements with leading retail chains for the distribution of our

21 branded products. We had 119 Indian distributors as of March 31, 2013. 22 [Emphasis added.] 23

24 105. The 2013 20-F was therefore materially false and misleading because

25 the revenues included in the financial statements were overstated and inaccurate.

26 For example, the 2013 20-F incorrectly stated that Amira generated $224.8 million 27 28 11 in revenue from exported goods.

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1 106. Additionally, the 2013 20-F was materially false and misleading

2 because it failed to properly disclose related party transactions.

3 107. On July 28, 2014, Amira filed its annual report for the Company’s 4

5 fiscal year ending March 31, 2014, on Form 20-F filed with the SEC. The 2014

6 20-F was signed by Defendants Chanana and Wacha.

7 108. As well as repeating the materially false and misleading statements 8

9 from the Offering Documents concerning the Company’s strengths and position in

10 the international and Indian Basmati rice markets, the 2014 20-F is further false

11 and misleading in the reporting of revenue for the FY’14, stating in part: 12

13 Our results of operations, cash flows and financial condition are affected by a

14 number of factors, including the following:

15 Demand for Basmati rice 16 In fiscal 2014, 2013 and 2012, we derived 65.2%, 76.1% and 17 69.8% of our revenue, respectively, from sales of Basmati rice .

18 Its unique taste, aroma, shape and texture have historically elicited premium pricing. Consumption of Basmati rice in India 19 is estimated to have grown at a CAGR of 15.0% to 1.5 million

20 metric tons in fiscal 2013 from less than 0.5 million metric tons in fiscal 2006, according to CRISIL research. Indian Basmati 21 rice exports grew at a CAGR of 24.0% by volume between fiscal

22 2008 and 2013. While we expect growth to remain strong, any negative change in customer preferences for Basmati rice may 23 result in reduced demand and could harm our business and

24 results of operations.

25 Demand for our products in our international markets

26 In fiscal 2014, 2013 and 2012, our revenue from international sales was $323.2 million, $224.8 million and $217.0 million, 27 respectively , and accounted for 59.1%, 54.3% and 66.0%

28 respectively, of our revenue in these periods. We sold our

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1 products to customers in over 60 countries and significant portions of our international sales were to Asia Pacific, EMEA 2 and North America.

4 Our results of operations for fiscal 2014 and 2013, respectively,

5 were as follows: Revenue 6 Revenue for fiscal 2014 was $547.3 million, an increase of 7 $133.7 million or 32.3% compared to $413.7 million in fiscal

8 2013. The revenue increase was primarily due to increased sales volumes and pricing for our Amira branded and third party 9 branded products both in India and internationally, as well as a

10 significant increase in our institutional sales. Revenue also benefited from the inclusion of revenue of Basmati Rice GmbH 11 for the quarter ended March 31, 2014, which was acquired in

12 January 2014. Basmati Rice GmbH had approximately $9 million in sales for the fiscal year ended December 31, 2013. 13 Revenue for our Amira branded and third party branded products 14 was $477.9 million in fiscal 2014, up approximately $71.8

15 million compared to $406.2 million for the same period in fiscal 2013. Amira branded sales increased by $47 million, or 24.5% to 16 $238.8 million, and third party branded sales increased by $24.7

17 million, or 11.5% to $239.1 million. Sales to the Company’s institutional customers were also up significantly, contributing 18 $69.4 million in revenue during fiscal 2014.

19 Revenue in India was $224.1 million in fiscal 2014, an increase

20 $35.2 million or 18.6% compared to $188.9 million in fiscal 2013. Revenue in India benefited from an increase of larger 21 distributors and the launch of company managed distribution

22 centers, which were more successful at selling our products, enabling us to increase volumes, while also increasing pricing to 23 offset input costs. Revenue growth in India was negatively

24 impacted by the depreciation of the Indian rupee against the U.S. dollar in fiscal 2014. Our sales in India grew by approximately 25 31.5%, when measured in Indian rupees. 26 Revenue from international sales increased by $98.4 million, or

27 43.8%, to $323.2 million in fiscal 2014 from $224.8 million in

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1 fiscal 2013, primarily due to sales of Amira branded products and our institutional business. 2 The improvement in our revenue from sales of both Amira 3 branded and third party branded products is a result of our

4 current strategy of expanding our brand penetration in existing markets and accessing new international markets . 5 [Emphasis added.]

6 109. The 2014 20-F was therefore materially false and misleading because 7

8 the revenues and financial statements included were overstated and inaccurate. For

9 example, the 2014 20-F incorrectly stated that Amira generated $323.2 million in

10 revenue of export sales. 11

12 110. Additionally, the 2014 20-F was materially false and misleading

13 because it failed to adequately disclose related party transactions.

14 111. On August 28, 2014, Amira announced financial results for its fiscal 15

16 2015 first quarter which ended on June 30, 2014 and filed the results with the SEC

17 on a Form 6-K, stating in part:

18 Revenue for the first quarter of fiscal 2015 increased 25.9% to 19 $138.8 million, compared to $110.3 million for same period in 20 fiscal 2014. The revenue increase was primarily due to continuing increases in sales volume, pricing and mix. Amira 21 branded and third party branded sales increased by 29.3% to 22 $136.8 million. Revenue from institutional sales fell marginally in dollar terms to $2.0 million from $4.4 million a year ago. 23 Sales in India increased by 20.9% to $55.8 million (an increase 24 of 30.3% in Indian rupees), while non-India or international sales increased by 29.5% to $83.0 million. 25

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1 112. On November 24, 2014, Amira announced financial results for its

2 fiscal 2015 second quarter which ended on September 30, 2014 and filed the

3 results with the SEC on a Form 6-K, reporting in part: 4

5 Karan A. Chanana, Amira’s Chairman and Chief Executive Officer, stated, “Our strong second quarter performance reflects 6 increased demand and a favorable pricing environment for our

7 products, with strong gains in our core Indian and Middle East markets, while we continue to make progress in our expansion 8 efforts throughout developed markets such as the US, UK and

9 Continental Europe. During the quarter, we leveraged many of our existing relationships with international retailers, resulting in 10 increased shelf space and volume around the world and across

11 multiple sales channels. Additionally, we were successful in expanding our distribution through new partnerships, such as 12 Snapdeal, India’s largest online marketplace and Asda, a wholly 13 owned division of Walmart. Importantly, we expect strong growth for the remainder of fiscal 2015, driven by ongoing 14 distribution gains and market expansion, as we continue to 15 successfully execute on our strategic initiatives.”

16 Bruce Wacha, Amira’s Chief Financial Officer added, “Today

17 we reported our ninth consecutive quarter of double digit revenue and profit growth as a public company. Revenue, 18 adjusted EBITDA and adjusted earnings per share were all up in

19 excess of 30% for the quarter driven by strong pricing and double digit volume gains in our core Amira and third party 20 branded business. Our Basmati and other specialty rice sales

21 were up significantly, while our more opportunistic institutional business, as expected, declined from last year’s exceptionally 22 high levels. We continue to see many opportunities in our home

23 market and around the world to grow our business and create value for our shareholders.” 24 Second Quarter Fiscal 2015 Results 25

26 Revenue for the second quarter of fiscal 2015 increased 30.9% to $141.4 million, compared to $108.0 million for same period in 27 fiscal 2014. The revenue increase was primarily due to increases

28 in sales volume, pricing and mix in Amira branded and third

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1 party branded sales. Amira branded and third party branded sales increased by $63.4 million or 82.0% to $140.7 million. Revenue 2 from institutional sales fell to $0.7 million from $30.7 million a

3 year ago. Sales in India increased by 41.2% to $55.3 million, or up 37.7% in Indian rupees, while sales outside of India or 4 international sales increased by 25.1% to $86.1 million.

5 113. On January 28, 2015, Amira filed a Form 6-K with the SEC

6 7 F discussing the acquisition of Amira Enterprises Private Limited (“Amira

8 Enterprises”). The 6-K states in relevant part:

9 [Amira] will apply $30.0 million of the net proceeds of the Notes as 10 cash consideration to acquire Amira Enterprises Private Limited (the

11 “Amira Enterprises Share Purchase”), an Indian company (“Amira Enterprises”), an entity which owns approximately 86 acres of land in 12 Karnal, India adjacent to 48.2 acres of land that we have previously

13 purchased and on which we have begun to construct our new processing and milling facility, including facilities for drying and 14 storing rice paddy and Basmati rice and for storing and distributing

15 Basmati rice and other products. Members of the family of our Chairman, Karan A. Chanana, currently own Amira Enterprises and 16 will receive the proceeds of the sale to Amira Mauritius.

17 114. As a result of these material misstatements and omissions, Amira’s

18 securities were offered at an artificially inflated price. 19

20 G. The Truth Emerges

21 115. On February 9, 2015, PPRG issued their Report exposing the material

22 overstatements of revenues and undisclosed related party transactions by Amira

23 detailed above. 24

25 116. On February 9, 2015, Amira stock closed at $9.95, falling $3.45 or

26 almost 26% from February 6, 2015 when the stock closed at $13.40.

27 117. This stock drop damaged investors. 28

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1 118. Several analysts have recently cut their ratings for Amira. On

2 February 19, 2015, Moody’s Investors Service withdrew the provisional (P)B3

3 rating on the USD225 million senior secured second lien notes due 2020. These 4 5 were to be issued jointly by Amira Mauritius, and Amira I Grand Foods Inc. (BVI),

6 both wholly owned subsidiaries of Amira. Concurrently, Moody’s placed on

8 review for downgrade the B2 corporate family rating (CFR) and B2-PD probability 9 of default rating (PDR) of Amira.

10 119. On May 8th, 2015, analysts at Zacks downgraded shares of Amira

12 from a “buy” rating to a “hold” rating. On May 28th, Amira had its price target 13 trimmed by Oppenheimer from $20.00 to $17.00.

14 V. CLASS ACTION ALLEGATIONS

15 120. Plaintiff brings this action as a class action pursuant to Federal Rules

17 of Civil Procedure 23(a) and (b)(3) on behalf of a Class consisting of all persons 18 other than Defendants who purchased or otherwise acquired the securities of Amira

19 pursuant and/or traceable to the Company’s Registration Statement and Prospectus

21 issued in connection with the Company’s IPO or purchased or otherwise acquired

22 securities of Amira during the Class Period. Excluded from the Class are the

23 officers and directors of the Company at all relevant times, members of their

25 immediate families and their legal representatives, heirs, successors or assigns and

26 any entity in which Defendants have or had a controlling interest.

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1 121. The members of the Class are so numerous that joinder of all

2 members is impracticable. Throughout the Class Period, the Company’s securities

3 was actively traded on the NYSE. While the exact number of Class members is 4 5 unknown to Plaintiff at this time, and can only be ascertained through appropriate

6 discovery, Plaintiff believes that there are at least hundreds of members in the

8 proposed Class and as of March 31, 2014, Amira had 36,401,966 ordinary shares 9 outstanding. Members of the Class may be identified from records maintained by

10 Amira or its transfer agent, and may be notified of the pendency of this action by

12 mail using a form of notice customarily used in securities class actions.

13 122. Plaintiff’s claims are typical of the claims of the members of the

14 Class, as all members of the Class are similarly affected by Defendants’ wrongful

16 conduct in violation of federal laws that are complained of herein.

17 123. Plaintiff will fairly and adequately protect the interests of the

18 members of the Class and has retained counsel competent and experienced in class

20 and securities litigation.

21 124. Common questions of law and fact exist as to all members of the

22 Class and predominate over any questions solely affecting individual members of

24 the Class. Among the questions of law and fact common to the Class are:

25 (a) whether the federal securities laws were violated by Defendants acts

26 as alleged herein; 27

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1 (b) whether statements made by the Defendants to the investing public

2 during the Class Period misrepresented material facts about the business,

3 operations, and management of Amira; 4 5 (c) whether the Registration Statement contained material

6 misstatement(s) and/or omission(s) of material facts; and

8 (d) to what extent the members of the Class have sustained damages, and 9 the proper measure of damages.

10 125. A class action is superior to all other available methods for the fair

12 and efficient adjudication of this controversy since joinder of all members is

13 impracticable. Furthermore, as the damages suffered by individual Class members

14 may be relatively small, the expense and burden of individual litigation makes it

16 impossible for members of the Class to individually redress the wrongs done to 17 them. There will be no difficulty in the management of this action as a class action.

18 126. The prosecution of separate actions by individual Class members

20 would create the risk of inconsistent or varying adjudications with respect to the

21 individual Class members, which would establish incompatible standards of

22 conduct for Defendants, or adjudications with respect to individual Class members

24 that would, as a practical matter, be dispositive of the interests of the other

25 members not parties to the adjudications or substantially impair their ability to

26 protect their interests. 27

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1 127. Defendants have acted on grounds generally applicable to the Class

2 with respect to the matters complained of herein, thereby making appropriate the

3 relief sought herein with respect to the Class as a whole. 4 5 F VI. LOSS CAUSATION 6 128. Defendants’ wrongful conduct, as alleged herein, directly and

7 proximately caused the economic loss suffered by Plaintiff and the Class.

9 129. During the Class Period, Plaintiff and the Class purchased securities 10 of Amira at artificially inflated prices and were damaged thereby. The price of

11 Amira securities declined when the material misrepresentations made to the

13 market, and/or the information alleged herein to have been concealed from the 14 market, and/or the effects thereof, were revealed, causing investors’ losses.

15 VII. SCIENTER ALLEGATIONS

16 130. As alleged herein, the Defendants acted with scienter in that

18 Defendants knew or recklessly disregarded that the public documents and 19 statements issued or disseminated in the name of Amira were materially false and

20 misleading; knew or recklessly disregarded, that such statements or documents

22 would be issued or disseminated to the investing public; and knowingly

23 participated or acquiesced in the issuance or dissemination of such statements or

24 documents as primary violations of the federal securities laws. As set forth

26 elsewhere herein in detail, the Defendants, by virtue of their receipt of information

27 reflecting the true condition of Amira’s business operations and future prospects,

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1 F their control over, and/or receipt and/or modification of Amira’s allegedly

2 materially misleading misstatements and/or their associations with Amira, which

3 made them privy to confidential proprietary information concerning Amira, 4 5 participated in the wrongful conduct alleged herein.

6 VIII. APPLICABILITY OF PRESUMPTION OF RELIANCE 7 THROUGH FRAUD-ON-THE-MARKET DOCTRINE

8 131. At all relevant times, the market for Amira’s securities was an

9 efficient market for the following reasons, among others: (a) Amira’s stock met

10 the requirements for listing, and was listed and actively traded on the NYSE, which 11

12 is a highly efficient and automated market; (b) as a regulated issuer, Amira filed

13 periodic public reports with the SEC and the NYSE; (c) Amira regularly

14 communicated with public investors via established market communication 15 16 mechanisms, including through regular disseminations of press releases on the

17 national circuits of major newswire services and through other wide-ranging public

18 disclosures, such as communications with the financial press and other similar 19 20 reporting services; and (d) Amira was followed by several securities analysts

21 employed by major brokerage firms who wrote reports that were distributed to the

22 sales force and certain customers of their respective brokerage firms during the 23

24 Class Period. Each of these reports was publicly available and entered the public

25 marketplace.

26 132. As a result of the foregoing, the market for Amira’s securities 27 28 II promptly digested current information regarding Amira from all publicly available

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1 sources and reflected such information in Amira’s stock price. Under these

2 circumstances, all purchasers of Amira’s securities during the Class Period

3 suffered similar injury through their purchase of Amira’s securities at artificially 4 5 inflated prices, and a presumption of reliance applies.

6 Applicability of Presumption of Reliance: 7 Affiliated Ute

8 133. Neither Plaintiff nor the Class (defined herein) need prove reliance –

9 either individually or as a class – because under the circumstances of this case, 10 11 which involve omissions of material fact as described above, positive proof of

12 reliance is not a prerequisite to recovery, pursuant to the ruling of the United States

13 Supreme Court in Affiliated Ute Citizens of Utah v. United States , 406 U.S. 128, 92 14

15 S. Ct. 1456, 31 L. Ed. 2d 741 (1972). All that is necessary is that the facts

16 withheld be material in the sense that a reasonable investor might have considered

17 the omitted information important in deciding whether to buy or sell the subject 18 19 security.

20 IX. NO SAFE HARBOR 21 134. Amira’s “Safe Harbor” warnings accompanying its oral forward-

22 looking statements (“FLS”) issued during the Class Period were ineffective to 23 24 shield those statements from liability. To the extent that projected revenues and

25 earnings were included in the Company’s financial reports prepared in accordance

26 with Generally Accepted Accounting Principles (“GAAP”), including those filed 27

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1 F with the SEC on Form 8-K, they are excluded from the protection of the statutory

2 Safe Harbor.

3 135. The Defendants are also liable for any false or misleading FLS 4

5 pleaded because, at the time each FLS was made, the speaker knew the FLS was

6 false or misleading and the FLS was authorized and/or approved by an executive

7 officer of Amira who knew that the FLS was false. 8

9 136. None of the historic or present tense statements made by Defendants

10 were assumptions underlying or relating to any plan, projection or statement of

11 future economic performance, as they were not stated to be such assumptions 12

13 underlying or relating to any projection or statement of future economic

14 performance when made, nor were any of the projections or forecasts made by the

15 Defendants expressly related to or stated to be dependent on those historic or 16

17 present tense statements when made.

18 X. CAUSES OF ACTION

19 COUNT I Violations of Section 10(b) of the Exchange Act 20 and Rule 10b-5 Promulgated Thereunder Against Amira and the Individual Defendants 21

22 137. Plaintiff repeats and realleges the allegations set forth above as if set

23 forth fully herein.

24 138. During the Class Period, the Defendants carried out a plan, scheme, 25 26 and course of conduct which was intended to and, throughout the Class Period, did:

27 (1) deceive the investing public, including Plaintiff and other Class members, as

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1 F alleged herein; and (2) cause Plaintiff and other members of the Class to purchase

2 Amira’s securities at artificially inflated prices. In furtherance of this unlawful

3 scheme, plan and course of conduct, the Defendants, both collectively and 4 5 individually, took the actions set forth herein.

6 139. Defendants (a) employed devices, schemes, and artifices to defraud;

8 (b) made untrue statements of material fact and/or omitted to state material facts 9 necessary to make the statements not misleading; and (c) engaged in acts,

10 practices, and a course of business that operated as a fraud and deceit upon the

12 purchasers of Amira’s securities in an effort to maintain artificially high market 13 prices for Amira’s securities in violation of Section 10(b) of the Exchange Act and

14 Rule 10b-5 thereunder.

16 140. Defendants, directly and indirectly, by the use, means or

17 instrumentalities of interstate commerce and/or the mails, engaged and participated

18 in a continuous course of conduct to conceal adverse material information about

20 the business, operations and future prospects of Amira as specified herein.

21 141. Defendants employed devices, schemes, and artifices to defraud while

22 in possession of material adverse non-public information, and engaged in acts,

24 practices, and a course of conduct as alleged herein in an effort to assure investors

25 of Amira’s value and performance and continued substantial growth, which

26 included the making of, or participation in the making of, untrue statements of 27

28 material facts and omitting to state material facts necessary in order to make the

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1 F statements made about Amira and its business operations and future prospects in

2 the light of the circumstances under which they were made, not misleading, as set

3 forth more particularly herein, and engaged in transactions, practices and a course 4 5 of business that operated as a fraud and deceit upon the purchasers of Amira’s

6 securities during the Class Period.

8 142. Defendants had actual knowledge of the misrepresentations and 9 omissions of material facts set forth herein, or acted with reckless disregard for the

10 truth in that they failed to ascertain and to disclose such facts, even though such

12 facts were available. Such material misrepresentations and/or omissions were done

13 knowingly or recklessly and for the purpose and effect of concealing Amira’s

14 operating condition and future business prospects from the investing public and

16 supporting the artificially inflated price of its securities. As demonstrated by 17 overstatements and misstatements of Amira’s financial condition throughout the

18 Class Period, if the Defendants did not have actual knowledge of the

20 misrepresentations and omissions alleged, they were reckless in failing to obtain

21 such knowledge by deliberately refraining from taking those steps necessary to

22 discover whether those statements were false and misleading.

24 143. As a result of the dissemination of the materially false and misleading

25 information and failure to disclose material facts, as set forth above, the market

26 price of Amira’s securities was artificially inflated during the Class Period. In 27

28 ignorance of the fact that market prices of Amira’s publicly-traded securities were

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1 F artificially inflated, and relying directly or indirectly on the false and misleading

2 statements made by the Defendants, or upon the integrity of the market in which

3 the securities trades, and/or on the absence of material adverse information that 4 5 was known to or recklessly disregarded by the Defendants, but not disclosed in

6 public statements by the Defendants during the Class Period, Plaintiff and the other

8 members of the Class acquired Amira securities during the Class Period at 9 artificially high prices, and were, or will be, damaged thereby.

10 144. At the time of said misrepresentations and omissions, Plaintiff and

12 other members of the Class were ignorant of their falsity, and believed them to be 13 true. Had Plaintiff and the other members of the Class and the marketplace known

14 the truth regarding Amira’s financial results, which was not disclosed by the

16 Defendants, Plaintiff and other members of the Class would not have purchased or 17 otherwise acquired their Amira securities, or, if they had acquired such securities

18 during the Class Period, they would not have done so at the artificially inflated

20 prices that they paid.

21 145. As a direct and proximate result of the Defendants’ wrongful conduct,

22 Plaintiff and other members of the Class suffered damages in connection with their

24 purchases of Amira’s securities during the Class Period.

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1 COUNT II Violations of Section 20(a) of the Exchange Act

2 Against the Individual Defendants

3 146. Plaintiff repeats and realleges the allegations set forth above as if set

4 forth fully herein.

5 147. The Individual Defendants acted as controlling persons of Amira 6

7 within the meaning of Section 20(a) of the Exchange Act as alleged herein. By

8 virtue of their high-level positions, agency, and their ownership and

9 contractual rights, participation in and/or awareness of Amira’s operations 10

11 and/or intimate knowledge of the false financial statements filed by Amira with the

12 SEC and disseminated to the investing public, the Individual Defendants had the

13 power to influence and control, and did influence and control, directly or 14

15 indirectly, the decision-making of Amira, including the content and dissemination

16 of the various statements that plaintiff contends are false and misleading. The

17 Individual Defendants were provided with or had unlimited access to copies of 18

19 Amira’s reports, press releases, public filings and other statements alleged by

20 Plaintiff to have been misleading prior to and/or shortly after these

21 statements were issued and had the ability to prevent the issuance of the statements 22

23 or to cause the statements to be corrected.

24 148. In particular, each Individual Defendant had direct and supervisory

25 involvement in the day-to-day operations of Amira and, therefore, is presumed to 26

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1 have had the power to control or influence the particular transactions giving rise to

2 the securities violations as alleged herein, and exercised the same.

3 149. As set forth above, the Defendants each violated Section 10(b) and 4 5 Rule 10b-5 by their acts and omissions as alleged in this Complaint.

6 150. By virtue of their positions as controlling persons, the Individual

8 Defendants are liable pursuant to Section 20(a) of the Exchange Act. As a direct 9 and proximate result of the defendants’ wrongful conduct, Plaintiff and other

10 members of the Class suffered damages in connection with their purchases of

12 Amira securities during the Class Period.

13 COUNT III Violations of Section 11 of the Securities Act 14 Against Amira, Chanana, and Suneja

15 151. Plaintiff repeats and realleges each and every allegation contained

16 above as if fully set forth herein.

18 152. This claim is not based on and does not sound in fraud. For the 19 purposes of this Section 11 claim, Plaintiff does not allege that any Defendant

20 acted with scienter or fraudulent intent, which are not elements of a claim under

22 Section 11 of the Securities Act. This claim is based solely on strict liability as to

23 Amira, and negligence as to the remaining Defendants.

24 153. This claim is brought against the Defendants Amira, Chanana, and

26 Suneja pursuant to Section 11 of the Securities Act, 15 U.S.C. § 77k, on behalf of

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1 F all proposed Class members who acquired Amira shares pursuant to or traceable to

2 the Company’s Offering, and were damaged thereby.

3 154. Plaintiff and other members of the Class purchased the common stock 4 5 of Amira pursuant to or traceable to the Registration Statement.

6 155. Plaintiff purchased the common stock of Amira in reliance on, among

8 other things, the untrue statements in the Registration Statement or in reliance upon 9 the Registration Statement and not knowing of any material omissions.

10 156. At the time of the IPO, the Registration Statement, including the

12 Prospectus, contained untrue statements of material fact, omitted to state facts 13 necessary to make the statements made therein not misleading, and failed to

14 disclose required material information, as set forth above at paragraphs 94-102.

16 157. Amira is the issuer of the securities through the Registration

17 Statement and Prospectus. As the issuer of the stock, Amira is strictly liable to the

18 members of the Class who purchased common stock in or traceable to the IPO for

20 the materially untrue statements and omissions that appeared in or were omitted

21 from the Registration Statement.

22 158. Defendants Chanana and Suneja were signatories of the untrue and

24 misleading Registration Statement, and Chanana was a director of Amira at the

25 time of the IPO.

26 159. All the Defendants named in this Count owed to the purchasers of the 27 28 II shares obtained through the Registration Statement and Prospectus the duty to

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1 F make a reasonable and diligent investigation of the statements contained in the

2 Registration Statement and Prospectus at the time they became effective to ensure

3 that such statements were true and correct and that there was no omission of 4 5 material facts required to be stated in order to make the statements contained

6 therein not misleading.

8 160. Defendants issued and disseminated, caused to be issued and

9 disseminated, and participated in the issuance and dissemination of, material

10 misstatements to the investing public that were contained in the Registration

12 Statement and Prospectus, which misrepresented or failed to disclose, among other 13 things, the facts set forth above. By reason of the conduct alleged herein, each

14 Defendant named in this Count violated and/or controlled a person who violated

16 Section 11 of the Securities Act.

17 161. Plaintiff and other members of the Class did not know, or in the

18 exercise of reasonable diligence could not have known, of the inaccurate

20 statements and omissions contained therein when they purchased or otherwise

21 acquired the common stock of Amira.

22 162. This action is brought within one year after discovery of the untrue

24 statements and omissions in and from the Registration Statement and Prospectus

25 that should have been made and/or corrected through the exercise of reasonable

26 diligence, and within three years after the security was bona fide offered to the 27

28 public.

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1 163. By virtue of the foregoing, the Defendants named in this Count have

2 violated Section 11 of the Securities Act and Plaintiff and the other members of the

3 Class are entitled to damages under Section 11, from the named Defendants and 4

5 each of them, jointly and severally.

6 COUNT IV 7 Violations of Section 15 of the Securities Act Against Defendants Chanana and Suneja 8

9 164. Plaintiff repeats and realleges each and every allegation contained

10 above, excluding all allegations that contain facts necessary to prove any elements

11 not required to state a Section 15 claim, including without limitation, scienter. 12

13 165. This claim does not sound in fraud. For the purposes of this Section

14 15 claim, Plaintiff does not allege that any Defendant acted with scienter or

15 fraudulent intent, which are not elements of a claim under Section 15 of the 16

17 Securities Act. This claim is based solely on negligence.

18 166. This Count is asserted against Defendants Chanana and Suneja and

19 and is based upon Section 15 of the Securities Act, 15 U.S.C. § 77o, on behalf of 20

21 all members of the Class who purchased or otherwise acquired the common stock

22 issued pursuant to the Registration Statement.

23 167. Defendants Chanana and Suneja by virtue of their offices, 24

25 directorships and specific acts were, at the time of the wrongs alleged herein and as

26 set forth herein, controlling persons of Amira within the meaning of Section 15 of

27 the Securities Act during the relevant time period. Defendants Chanana and 28

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1 F Suneja had the power and influence and exercised the same to cause Amira to

2 engage in the acts described herein. Each of these Defendants was in a position to

3 control and did in fact control Amira and the issuance of the false and misleading 4 5 statements and omissions contained in the Registration Statement and Prospectus.

6 168. As officers and/or directors of a company engaging in an IPO,

8 Defendants Chanana and Suneja had a duty to disseminate accurate and truthful

9 information with respect to Amira’s business, financial condition and results of

10 operations. These Defendants participated in the preparation and dissemination of

12 the Registration Statement and Prospectus, and otherwise participated in the 13 process necessary to conduct the IPO. Because of their positions of control and

14 authority as senior officers and/or directors of Amira, these Defendants were able

16 to, and did, control the contents of the Registration Statement and Prospectus, 17 which contained materially untrue information and failed to disclose material facts.

18 169. This claim was brought within one year after Plaintiff discovered or

20 reasonably could have discovered the untrue statements and omissions in the

21 Registration Statement that should have been made and/or corrected through the

22 exercise of reasonable diligence, and within three years after the security was bona

24 fide offered to the public..

25 170. By virtue of the conduct alleged herein, Defendants Chanana and

26 Suneja are jointly and severally liable for the aforesaid wrongful conduct and are 27

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1 liable to Plaintiff and the Class for damages suffered with and to the same extent as

2 Amira is liable under Sections 11 of the Securities Act.

3 XI. PRAYER FOR RELIEF 4 WHEREFORE, Plaintiff prays for relief and judgment, as follows: 5 6 (a) Determining that this action is a proper class action under Rule 23

7 of the Federal Rules of Civil Procedure;

9 (b) Awarding compensatory damages in favor of Plaintiff and the 10 other Class members against Defendants, jointly and severally, for all damages

11 sustained as a result of Defendants’ wrongdoing, in an amount to be proven at trial,

13 including interest thereon;

14 (c) Awarding Plaintiff and the Class their reasonable costs and

15 expenses incurred in this action, including counsel fees and expert fees; and

17 (d) Such other and further relief as the Court may deem just and 18 proper.

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1 JURY DEMAND

2 Plaintiff hereby demands trial by jury on all claims asserted herein.

3 DATED: June 1, 2015 Respectfully submitted, 4

5 /s/ Robert S. Green ROBERT S. GREEN 6

7 GREEN & NOBLIN, P.C. 4500 East Pacific Coast Highway 8 Fourth Floor

9 Long Beach, California 90804 Telephone: (562)391-2487 10 Facsimile: (415) 477-6710

11 Email: [email protected]

12 -and-

13 700 Larkspur Landing Circle, Suite 275

14 Larkspur, CA 94939 Telephone: (415) 477-6700 15 Facsimile: (415) 477-6710

16 Email: [email protected]

17 Local Counsel for the Proposed Class

18 Peter Safirstein 19 Domenico Minerva Elizabeth Metcalf 20 MORGAN & MORGAN, P.C. 44th 21 28 W. St., Suite 2001 New York, NY 10036 22 Telephone: (212) 564-1637 23 Facsimile: (212) 564-1807 Email: [email protected] 24 Email: organSecLaw. com

25 Email: dminervVorganSecLaw.com.emetcalf

26 Attorneys for Plaintiff and Lead Counsel for the Proposed Class 27

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