S/L 5 09.09.2026 Court. No. 25 suvayan WPA 5431 of 2026 PEE BEE Steel Industries Limited & Anr. Vs. Union of India & Ors. Mr. Mainak Bose, Sr. Adv. Mr. Soumabho Ghose Mr. Sachin Shukla Ms. Debdatta Roy Choudhury … for the petitioners. Mr. Subhankar Chakraborty Ms. Priti Jain 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 the matters have been taken up for hearing separately. 2. In spite of service of notice none appears on behalf of the Calcutta Stock Exchange. 3. The Security and Exchange Board of India by a letter dated August 7, 2017 had informed the Bombay Stock Exchange, the Metropolitan Stock Exchange of India Limited and the National Stock Exchange of India Limited about the suspected 331 shell companies wherein the name of the petitioners are also listed. 4. After the communication dated August 7, 2017, the SEBI has informed the Calcutta Stock Exchange by a communication dated September 7, 2017 to identify the suspected shell companies. Subsequently, a forensic audit was conducted with regard to the suspected shell 2 companies and the forensic auditor had submitted the report which read 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:  Certain Security stock was caried forward in the books at Re. 1. The historic value of this block is not known and the Loss incurred in the past from devaluation of the shares could not be quantified. If value of the shares are taken at Rs. 10 per share than loss on write off amounts to Rs. 60 Lacs (approx.)  There has not been any movement in Inventories (Securities), seems to have no operational activity resulting in no operational income to the Company and its shareholders  IIFL Income Opportunities Fund was sold at a loss of Rs. 25.43 Lacs during the tenure of our audit  Derivative Trading Loss of Rs. 9.89 Lakhs was incurred during the FY 2014-15  Key managerial persons were not appointed  Independent directors were common directors in Companies having pecuniary interest  There were no employees in the Company  Rent was paid without a rent agreement in place and INC 22A not filed.” 5. After submission of forensic audit report, the petitioners have filed a writ application before this Court on the ground that the petitioners have made representation for deletion of the name of the petitioners from the list of suspected shell companies but the authorities have not considered. This Court by an order dated August 28, 2025 disposed of the writ application by giving liberty to the petitioners to approach the Calcutta Stock Exchange 4 for delisting the name of the petitioners from the list of the suspected shell company. 6. In terms of the order passed by this Court dated August 28, 2025, the petitioners have made representation to the Calcutta Stock Exchange, SEBI as well as the Regional Director (Eastern Region), Ministry of Corporate Affairs with the prayer for delisting the name of the petitioners as suspected shell company. In spite of receipt of the representation submitted by the petitioners, the authorities have not considered the request of the petitioners. In the meantime, the SEBI has sent an email to the petitioners on November 7, 2025 directing the petitioners to approach the Calcutta Stock Exchange for delisting the name of the petitioners as suspected shell company. 7. Learned counsel for the petitioners submits that the representation made by the petitioners in terms of the order passed by this Court is still pending and the respondent authorities particularly the Regional Director (Eastern Region), Ministry of Corporate Affairs has not considered the request of the petitioners for delisting the name of the petitioners as suspected shell company. 8. Learned counsel appearing for the respondent no. 1 submits that the petitioners have made a representation on September 5, 2025. If the petitioners will make a fresh representation to the Ministry of Corporate Affairs, the Ministry will consider the same and passed appropriate order in accordance with law by considering the forensic audit report. 5 9. Considered the submission made by the learned counsel for the respective parties perused the materials on record, this Court finds that on earlier occasion this Court by an order dated August 28, 2025 given the liberty to the petitioners to approach the Calcutta Stock Exchange for delisting the name of the petitioners as suspected shell company and the petitioners have made the representation but the same has not been considered by the authorities till date. 10. This Court finds that the petitioners have made the representation in the month of September, 2025 and subsequently as per liberty granted by the petitioners have filed representation to the Ministry of Corporate Affairs with the request for deletion of the name of the petitioners as suspected shell company but the same has not considered till date. 11. Accordingly, the petitioners are given liberty to file a fresh representation to the Ministry of Corporate Affairs within a period of one week from date, if any, representation is made by the petitioners, the Ministry of Corporate Affairs shall consider the representation, if any, filed by the petitioners within a period of six weeks from the date of receipt of the representation and passed reasoned and speaking order and to communicate the same to the petitioners within two weeks thereafter. 12. WPA 5431 of 2026 is disposed of. 13. 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.)