Laurence M. Rosen, Esq. (SBN 219683) the ROSEN LAW FIRM, P.A. 355 South Grand Avenue, Suite 2450 Los Angeles, CA 90071 Telephone
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1 Laurence M. Rosen, Esq. (SBN 219683) THE ROSEN LAW FIRM, P.A. 2 355 South Grand Avenue, Suite 2450 3 Los Angeles, CA 90071 4 Telephone: (213) 785-2610 Facsimile: (213) 226-4684 5 Email: [email protected] 6 Counsel for Plaintiff UNITED STATES DISTRICT COURT 7 CENTRAL DISTRICT OF CALIFORNIA 8 9 , INDIVIDUALLY AND ON BEHALF OF 10 ALL OTHERS SIMILARLY SITUATED, CASE No.: 11 Plaintiff, 12 COMPLAINT vs. 13 CLASS ACTION AMIRA NATURE FOODS LTD., KARAN 14 A. CHANANA, BRUCE C. WACHA, RITESH SUNEJA, AND ASHISH 15 PODDAR, JURY TRIAL DEMANDED 16 17 Defendants. 18 19 20 Plaintiff, on behalf of himself and all other persons similarly situated, by his 21 undersigned attorneys, for his complaint against Amira Nature Foods, Ltd., 22 23 (“Amira”, or the “Company”), alleges the following based upon personal 24 knowledge as to himself and his own acts, and information and belief as to all other 25 matters, based upon, inter alia, the investigation conducted by and through his 26 27 attorneys, which included, among other things, a review of the Defendant’s public 28 1 Class Action Complaint for Violation of the Federal Securities Laws 1 documents, conference calls and announcements made by the Defendants, United 2 States Securities and Exchange Commission (“SEC”) filings, wire and press 3 releases published by and regarding Amira securities analysts’ reports and 4 5 advisories about the Company, and information readily obtainable on the Internet. 6 Plaintiff believes that substantial evidentiary support will exist for the allegations 7 8 set forth herein after a reasonable opportunity for discovery. 9 NATURE OF THE ACTION 10 1. This is a federal securities class action on behalf of a class consisting 11 12 of all persons other than Defendants who purchased or otherwise acquired the 13 securities of Amira pursuant and/or traceable to the Company’s Registration 14 Statement and Prospectus issued in connection with the Company’s Initial Public 15 16 Offering (“IPO”) or purchased or otherwise acquired common stock of Amira 17 during the period between September 27, 2012 and February 9, 2015, inclusively 18 (“Class Period”). Plaintiff seeks to recover damages caused by Defendants’ 19 20 violations of the Securities Exchange Act of 1934 (the “Exchange Act”) and the 21 Securities Act of 1933 (the “Securities Act”). 22 2. Throughout the Class Period, the Defendants made false and/or 23 24 misleading statements, and failed to disclose material adverse facts about the 25 Company's business, operations, prospects and performance. Specifically, during 26 the Class Period, Defendants made false and/or misleading statements and/or failed 27 28 2 Class Action Complaint for Violation of the Federal Securities Laws 1 to disclose related party transactions and overstating revenues making the financial 2 statements false. 3 3. When the market learned of the overstated revenues and related party 4 5 transactions, the Company’s stock price plunged, damaging investors. 6 JURISDICTION AND VENUE 7 8 4. The claims asserted herein arise under and pursuant to Sections 10(b) 9 and 20(a) of the Exchange Act, (15 U.S.C. §78j(b) and 78t(a)), and Rule 10b-5 10 promulgated thereunder (17 C.F.R. §240.10b-5) and under Sections 11 and 15 of 11 12 the Securities Act, 15 U.S.C. §§ 77k and 77o, and the rules and regulations of the 13 SEC promulgated thereunder. 14 5. This Court has jurisdiction over the subject matter of this action 15 16 pursuant to §27 of the Exchange Act (15 U.S.C. §78aa), Section 22(a) of the 17 Securities Act (15 U.S.C. § 77v(a)), and 28 U.S.C. § 1331. 18 6. Venue is proper in this Judicial District pursuant to §27 of the 19 20 Exchange Act, 15 U.S.C. § 78aa and 28 U.S.C., Section 22(a) of the Securities Act, 21 15 U.S.C. § 77v(a) and § 1391(b) as Amira conducts business in this District. 22 7. In connection with the acts, conduct and other wrongs alleged in this 23 24 Complaint, the Defendants, directly or indirectly, used the means and 25 instrumentalities of interstate commerce, including, but not limited to, the United 26 States mails, interstate telephone communications and the facilities of the NYSE. 27 28 3 Class Action Complaint for Violation of the Federal Securities Laws 1 2 PARTIES 3 8. Plaintiff, as set forth in the attached PSLRA certification, purchased 4 5 Amira securities at artificially inflated prices during the Class Period and has been 6 damaged thereby. 7 8 9. Defendant Amira is a British Virgin Islands Corporation with its 9 principal executive offices located in Dubai, United Arab Emirates. Amira has an 10 office in this District at One Park Plaza, Suite 600, Irvine, California, 92614. Amira 11 12 processes, markets, and sells rice and other food products. Its predominate product 13 is Indian basmati rice. Amira shares trade on NYSE under the ticker “ANFI.” 14 10. Defendant Karan A. Chanana (“Chanana”) was, at all relevant times, 15 16 Chief Executive Officer (“CEO”) and Chairman of the Board of Directors of 17 Amira. 18 11. Defendant Bruce C. Wacha (“Wacha”) became Chief Financial Officer 19 20 (“CFO”) of Amira on June 2, 2014 throughout the end of the Class Period. He is 21 also Principal Accounting Officer, and Executive Director of Amira. 22 12. Defendant Ritesh Suneja (“Suneja”) was CFO of Amira from the 23 24 beginning of the Class Period until resignation in November 20, 2012. 25 13. Defendant Ashish Poddar (“Poddar”) was CFO of Amira from 26 November 11, 2012 until resignation on May 1, 2014. 27 28 4 Class Action Complaint for Violation of the Federal Securities Laws 1 14. Collectively, Defendants Chanana, Wacha, Suneja, and Poddar are the 2 “Individual Defendants”. 3 15. Collectively, Amira and the Individual Defendants are the “Amira 4 5 Defendants.” 6 16. During the Class Period, the Individual Defendants and Amira, were 7 8 privy to non-public information concerning the Company’s business, finances, 9 products, markets, and present and future business prospects, via access to internal 10 corporate documents, conversations and connections. Because of possession of such 11 12 information, the Defendants knew or recklessly disregarded the fact that the adverse 13 facts specified herein had not been disclosed to, and were being concealed from, the 14 investing public. 15 16 17. Defendants had access to the adverse undisclosed information about 17 the Company’s business, operations, related party transactions, financial statements, 18 markets and present and future business prospects via access to internal corporate 19 20 documents and via reports and other information provided in connection therewith. 21 18. Throughout the Class Period, the Defendants were able to control the 22 content of the various SEC filings, press releases and other public statements 23 24 pertaining to the Company during the Class Period. The Defendants had access to 25 the documentation of filings alleged herein to be misleading prior to or shortly after 26 their issuance and/or had the ability and/or opportunity to prevent their issuance or 27 28 to cause them to be corrected. Accordingly, the Defendants are responsible for the 5 Class Action Complaint for Violation of the Federal Securities Laws 1 accuracy of the public reports and press releases detailed herein, and are therefore 2 primarily liable for the representations contained therein. 3 DEFENDANTS’ WRONGDOING 4 Background 5 6 19. Amira is in the food industry with its primary product is basmati rice. 7 20. Basmati rice export sales are overseen by the Agricultural and 8 Processed Food Products Export Development Authority (“APEDA”), a governing 9 10 body overseeing agricultural exports in India. 11 21. The Class Period begins on September 27, 2012 when the Company 12 filed its final Registration Statement with the SEC on Form F-1/A. The Registration 13 14 Statement was signed by Defendants Chanana and Suneja. 15 22. On October 11, 2012 the Company filed its Prospectus on Form 424B4 16 with the SEC and the IPO was conducted the same day. 17 18 23. The Registration Statement and Prospectus are collectively referred to 19 as the “Offering Documents.” 20 24. On October 11, 2012, 9,000,000 ordinary shares of Amira securities 21 22 were sold during the IPO at $10 per share. The Company amassed $90,000,000 in 23 its IPO. 24 25. The Offering Documents were false and misleading because they 25 26 failed to adequately detail related party transactions. 27 26. On June 13, 2013, Amira filed its annual report for the Company’s 28 6 Class Action Complaint for Violation of the Federal Securities Laws 1 fiscal year ending March 31, 2013, on Form 20-F (the 2013 Form 20-F”). The 2013 2 Form 20-F was signed by Defendants Chanana and Poddar. 3 27. The 2013 Form 20-F was false and misleading because the revenues 4 5 included in the financial statements were overstated and inaccurate. The 2013 Form 6 20-F stated that Amira generated $224.8 million in revenue from exported goods. 7 8 28. Additionally, the 2013 Form 20-F was false and misleading because it 9 failed to properly disclose related party transactions. 10 29. On July 28, 2014, Amira filed its annual report for the Company’s 11 12 fiscal year ending March 31, 2014, on Form 20-F (“2014 Form 20-F”) filed with 13 the SEC. The 2014 Form 20-F was signed by Defendants Chanana and Wacha. 14 30. The 2014 Form 20-F was false and misleading because the revenues 15 16 and financial statements included were overstated and inaccurate.