S/L 6 09.09.2026 Court. No. 25 suvayan WPA 5437 of 2026 Unique Manufacturing and Marketing Limited & Anr. Vs. Union of India & Ors. Mr. Mainak Bose, Sr. Adv. Mr. Soumabho Ghose Mr. Sachin Khukla Ms. Debdatta Roy Choudhury … for the petitioners. Mr. Subhankar Chakraborty Ms. Priti Jana Mr. Atindra Rai …for U.O.I. Ms. Ramyani Bhattacharya Ms. Aasia Hasan …for S.E.B.I. 1. It is found that all the three matters being WPA 5098 of 2026, WPA 5431 of 2026 and WPA 5437 of 2026 have been tagged together but it is found that the facts of all the three matters are different. 2. Accordingly, in all three matters have been taken up for hearing separately. 3. In spite of service of notice none appears on behalf of the Calcutta Stock Exchange. 4. The petitioners have filed the present writ application with the direction upon the respondent no. 1 to consider the representation submitted by the petitioners for delisting the name of the petitioners from the list of the suspected shell companies. 5. On August 7, 2027, the Securities and Exchange Board of India has communicated the name of 331 companies who have been identified as the suspected shell companies to the Bombay Stock Exchange, Metropolitan Stock Exchange of India Limited and National Stock Exchange of India Limited. 2 6. After the communication of the said letter, a forensic audit was conducted which reads as follows: “6. Conclusion and our summarized opinion: The term 'Shell Company' has not been defined anywhere, but shell companies can be understood to mean companies that are set up only since it leads to the creation of a separate legal person and does not actually have any business operation. Sometimes, these may be set up solely with the objective of doing business in the future, but more often than not, the promoters never intend to carry on business through these companies. That there are no major operations and no or nominal assets, other than Loans & Advances to related party. In this instant case, we were given about 3 years and 3 months for study of the activities and financials of M/s. Unique Manufacturing & Marketing Ltd. It may be concluded that there have been instances of transactions/decisions by the Directors/ controlling shareholders/KMPs charged with governance which at times may not have been to safeguard the interest of the Company and its shareholders. Over all there has not have been gross negligence and misfeasance affecting interest of the shareholders during the period under audit The conclusion is based on information and explanations shared by the Company representative over mails and discussion on visits. However the following requires attention: ➤ The Company is into Investing/financing activity without licenses from RBI. ➤ The Company did not have operational activity or Income from operation during the period under review. ➤ The company is non compliant in CSE as well as in ROC site 3 ➤ Loss to shareholders with consequent depletion of funds on account of the following:  Inventories has been written off in the books to Re I prior to the period of our audit. If value of the shares are taken at Rs. 10 per shares than loss on write off amounts to Rs. 16.48 Lacs.  There is no movement in quantity of stock of inventory during the years under audit other than change in valuation of inventory.  There is no operation in the Company during the years under audit.  Sale of shares of Sanjay Estate Pvt. Ltd during the FY 2015-16 at a loss of Rs. 152.53 Lakhs even though the subsidiary was supposed to have Land and Building as its major asset.  Interest on Loan recovered at 9% from related parties when the prevailing bank rate was about 10% pa - thus incurring loss.  Key managerial persons were not appointed.  There were no employees in the Company.  Rent was paid without a rent agreement in place.” 7. After the forensic audit report submitted by the auditor, the petitioners have made a detailed representation giving the response of the forensic audit report to the Calcutta Stock Exchange on May 11, 2024 but in spite of receipt of the response from the petitioners no steps have been taken by the respondent authorities. 8. On September 5, 2025, the petitioners have made a representation to all the authorities with the request for deletion of the name of the petitioners from the list of the 4 suspected shell company but in spite of receipt of the representation submitted by the petitioners no steps have been taken for consideration of the representation of the petitioners. 9. Learned counsel for the respondent authorities particularly the Ministry of Corporate Affairs submits that the petitioners have made the representation in the year 2025 and thereafter no representation has been received. He submits that if, the petitioners will make a fresh representation to the Ministry, the Ministry will consider and will pass a reasoned and speaking order in accordance with law. 10. In view of the above, the petitioners are given liberty to file detailed representation within a week from date to the Ministry of Corporate Affairs and, if any, representation is made by the petitioners to the Ministry of Corporate Affairs, the Ministry of Corporate Affairs shall consider the representation submitted by the petitioners by taking into consideration of the forensic audit report and will pass a reasoned and speaking order within a period of six weeks from date of receipt of representation and to communicate the same to the petitioners within two weeks thereafter. 11. WPA 5437 of 2026 is disposed of. 12. Urgent photostat certified copies of this order, if applied for, be supplied to the parties upon compliance with all the necessary formalities. (Krishna Rao, J.)