Spray large saucepan with cooking olive oil spray or nonstick spray. Saute carrot and onion 3 minutes over medium heat, until just tender, stirring occasionally. Do not brown! Add cauliflower and chicken broth; cover and simmer for 10 minutes.
Stir in shells & basil and bring to a low boil. Cook 15 minutes, or until shells are just tender. Sprinkle each serving with pepper to taste.