The counsel seeks permission to approach the dice, much obliged.

This is the third counsel appearing on behalf of the petitioners.

The counsel seeks permission to address the bench collectively as “Your Honours”. - Much
Obliged Your honours.

Your honours, The council would be dealing with the third issue i.e.

Whether the State of Dakshin Pradesh has failed in its duty and obligation to protect
and

safeguard the interests of investors of Dakshin Pradesh?

It is humbly submitted that the State of Dakshin Pradesh has failed in its duty to protect and
safeguard the interest of the Investors as (a) fundamental Rights of the investors have been
violated; (b) The Report published by Turquoise Research suffers from Irregularity and
Illegality both (c) It is Internationally and nationally accepted that a State’s duty to protect
the interests of the citizens.

Starting with the first sub issue which is that

a) fundamental Rights of the investors have been violated.

For the convenience of your honours, I will be dividing the first sub issue in two parts first is
that

(1); denying the fundamental right against Turquoise Report would not be in line with
the preamble of the Constitution.

The Preamble emphasizes that the People of India have given the Constitution to themselves
to secure to all its citizens justice, social, economic and political; liberty of thought,
expansion, belief, faith and worship: Equality of status and of opportunity, and Fraternity
assuring the dignity of the individual. Your honours , Supreme Court has displayed judicial
creativity of a high order in interpreting the Fundamental Rights, especially in this connection
inter alia to such landmark Supreme Court cases as Maneka Gandhi and Indra Sawhney.
In Ajay Hasia,(P 31,F 59) It must be remembered that the Fundamental Rights are
constitutional guarantees given to the people of India and are not merely paper hopes or
fleeting promises and so long as they find a place in the Constitution, they should not be
allowed to be emasculated in their application by a narrow and constricted judicial
interpretation. Hence denying Justice to the investors just by saying that their fundamental
Right has been violated by a private individual would be inconsistent with the Constitution’s
object and purpose.

(2); There has been a violation of Article 21 r.w. Article 39(a)(3).

Your honours, The Supreme Court has taken recourse to Article 39(a) to interpret Article 21
to include therein the "right to livelihood. Also in regards to the Directive Principles of State
Policy, eg, Articles 39(a), 37, 41, the Court has pointed out in Olga Tellis v Bombay
Municipal Corporation (P 33 F 65) that if these Directive Principles obligate the State to
secure to the citizens an adequate means of livelihood and the right to work, "it would be
sheer pedantry to exclude the right to livelihood from the content of the right to life.” It is the
State’s obligation under Article 21 and Article 39(a) to protect the interests of the investors in
which it has failed.

b) The Report published by Turquoise Research suffers from Irregularity and Illegality both.

Your honours, The report published by Turquoise Research has violated firstly the (1) R.A.
Regulations and secondly (2) PFUTP Regulations where PFUTP stands for prohibition of
unfair and fraudulent(PFUTP) Regulations.

Moving ahead with the first part which is

1) violation of R.A regulations

The Securities Exchange Board of India (“SEBI”) Research Analyst Regulations, 2014
(“R.A. Regulations”) provide that in case any foreign person wants to publish a report
concerning securities listed on a stock exchange in India, it can only do so by entering into an
agreement with a research analyst in India registered with SEBI. After taking into
consideration the fact that stocks of Armani company plunged after the publication of the
report. It can be concluded that the report acted as a basis for investors' investment decisions.
Since Turquoise did not enter into an agreement with a research analyst registered with SEBI
in India to publish the report. It can be concluded that Turquoise has violated the R.A.
Regulations.

2) The second violation is of PFUTP regulations ,

Section 12A of the SEBI Act prohibits manipulative and deceptive devices for issuing,
purchasing, or selling securities listed or proposed to be listed on any recognized stock
exchange in India. The section has to read along with Regulation 4 of SEBI Prohibition of
Unfair and Fraudulent (“PFTUP”) Regulations, 2003, which states that “dealing in
securities shall be deemed to be manipulative, fraudulent, and unfair if it involves
disseminating information or advice through any media which is likely to influence the
decision of the investor dealing in securities. Turquoise released the report on its website,
which influenced the decision of the investors dealing in the securities of Armani. The
report's release, moreover, led to interference in the ordinary market forces. The short
positions by Turquoise in listed companies of Armani portfolio indicates bad faith in business
dealings. Therefore, Turquoise has violated PFUTP Regulations. Your honours , It is
submitted that it is prima facie visible that there has been a gross violation of the Research
Analyst Regulations, 2014 and Prohibition of Unfair and Fraudulent (“PFTUP”) Regulations,
2003, but still the Government nor the ‘FEBDP’ has not taken any action against the
Turquoise Research.

Lastly , the third sub issue that ,

c) It is Internationally and nationally accepted that a State’s duty to protect the interests of
the citizens.

Your honours, I would like to draw your attention that Article 2 of the General Assembly
resolution, “Each State has a prime responsibility and duty to protect, promote and
implement all human rights and fundamental freedoms, inter alia , by adopting such steps as
may be necessary to create all conditions necessary in the social, economic, political and
other fields. The International Commission on Intervention and State Sovereignty
(ICISS), set up by the Canadian Government, which at the end of 2001 issued a report
entitled “The Responsibility to Protect.” Wherein it is mentioned that the state has the duty to
protect its citizens from the economic or any social harm.

Also, when we see the national aspect , your honours can refer to Section 11 of SEBI Act
which prescribes, that “it shall be the duty of the Board to protect the interests of investors in
securities and to promote the development of, and to regulate the securities market, by such
measures as it thinks fit”, which it has failed in. Your honours , The powers and objectives of
enforcement of the SEBI were elaborated by the SAT in Karvy Stock Broking Ltd. v. SEBI
(P 47 F 90) and In M.Z. Khan vs Securities & Exchange Board Of India (P 51 F 96) It
was held that Under Section 11 of the SEBI Act, the SEBI has the power to protect the
interests of the investors in securities and to promote the development of, and to regulate the
securities market, by such measures as it thinks fit. But FEBDP failed to pass any interim
order to prevent any subsequent loss of market capitalization post the publication of
Turquoise Research Report. Also, In Ritesh Agarwal v. SEBI,( P 45 F 87) the Supreme
Court observed that: “Section 11B is more action oriented, in a sense, it is a functional tool in
the hands of the Board. In effect, Section 11B is one of the executive measures available to
the respondent (SEBI) to enforce its prime duty of investor protection.”

Your honours, apart from that In Mukesh Agarwal, In re (Abnormality in the sale of the
shares), Aastha Broadcasting Network Ltd., In re (Irregularities in the preferential
allotment of Shares) and In the Canning Industries Cochin Limited case, it was held that
SEBI Act has been promulgated to protect the interests of the investors in securities and to
promote the development of, and to regulate the securities market and for the matters
connected therewith or incidental thereto. Concluding my submission, I reiterate that
government has a duty to protect the investors which it has failed in the present case.

If lordships do not have any further question , counsel will further proceed to the prayer.

PRAYER - Wherefore in the light of the facts of the case, issues raised, arguments advanced
and authorities cited, may the Hon’ble Court be pleased to hold, adjudge, and declare that:

1. That the Turquoise Research Report amounts to a violation of the fundamental right of
freedom to carry on business, trade or profession of the Armani Group.
2. That the Turquoise Research Report amounts to a violation of the national interests of the
country of Dakshin Pradesh.

3. That the State of Dakshin Pradesh has failed in its duty and obligation to protect and
safeguard the interests of investors of Dakshin Pradesh.

All of which is most respectfully, Submitted Counsel on the behalf of Petitioner.

MANEKA GANDHI CASE - The landmark ruling in Maneka Gandhi versus Union of India,
which stands as a bulwark of the Right of Personal Liberty granted by Article 21 of the
Constitution, started when the passport of the petitioner in this case, was impounded by the
authorities under the provisions of the Passport Act.

INDRA SWAHNEY CASE- Union of India held that reservations cannot be applied in
promotions. 1992 Indra Sawhney & Others v. Union of India judgment laid down the limits
of the state's powers: it upheld the ceiling of 50 per cent quotas, emphasized the concept of
"social backwardness", and prescribed indicators to ascertain backwardness.

AJAY HASIA CASE- Some writ petitions were filed under Article 32 of the Constitution
challenging the validity of the admissions made to the Regional Engineering College,
Srinagar for the academic year 1979-80.

OLGA TELLIS V BOMBAY MUNICIPAL CORPORATION - In Olga Tellis v. Bombay

Municipal Corporation , the state of Maharashtra in 1981 and the Bombay Municipal
Corporation decided to evict the pavement dwellers and those who were residing in slums in
Bombay.

KARVY STOCK BROKING LTD. V. SEBI- The National Stock Exchange Monday
declared Karvy Stock Broking Limited (KSBL) as a defaulter for non-compliance with
various regulatory provisions of the bourse and also expelled it from the membership of the
exchange.