The biggest news of this time has come out from the real estate and entertainment world of Delhi-NCR. The National Company Law Tribunal (NCLT) has given its final approval to the ambitious proposal of Bhutani Group, under which the company is going to completely rejuvenate the famous ‘Entertainment City’ of Noida. According to the report, the Bhutanese group is ready to make a huge investment of Rs 10,000 crore to revive this historical project and give it a global identity.
National Company Law Tribunal (NCLT) has directed registration of transfer of 59,30,304 equity shares. These shares constitute only 4.26 per cent of the issued share capital of ‘Entertainment City Limited’ and were reportedly transferred by IIRF Holdings V Limited and Vistra ITCL (India) Limited in the name of ‘Parmesh Construction Company Limited’ (PCCL). Bhutanese Infra Group is a part of PCCL. Entertainment City runs ‘The Great India Place’, ‘Gardens Galleria Mall’, ‘Worlds of Wonder’ amusement park and ‘KidZania’ in Noida.
The matter was going on for a long time
As part of the 147-acre partially developed project, Bhutani Group plans to invest another Rs 10,000 crore to develop an entertainment-based mixed-use destination in the heart of NCR. Entertainment City is promoted by ‘Appu Ghar Group’ and ‘Unitech Group’. There are also pieces of vacant land in this project which the new owner can develop. Ashish Bhutani, CEO of Bhutani Infra, said that the recent order of NCLT has brought great legal clarity to a matter which was unresolved for a long time…
We strongly believe that if all stakeholders, especially Unitech, work together with a common vision, this project can be re-established as one of India’s premier entertainment, tourism and lifestyle destinations. Along with this, Bhutani Group will work on three big projects in Noida, which include a ‘Film City’ and a ‘Sports City’ project near the recently opened Noida International Airport. PCCL had emerged as the successful bidder in the public process to sell 100 per cent stake in Entertainment City Limited (ECL).
ECL vehicle statement
Siddharth Batra, lawyer of Unitech Holdings Limited and Entertainment City Limited, has clarified that this order of NCLT is related only to 4.26 percent stake of ECL. Therefore, there is no transfer of ownership or control of ECL under this order. Batra said that the NCLT order dated June 30, 2026 is related to the registration of transfer of only 4.26 percent stake in ECL in favor of PCCL. This order in itself does not permit any takeover, transfer of management, transfer of majority stake or acquisition of control of ECL. There is a proposal to challenge this order in the Appellate Forum.
How was the matter framed?
Under this transaction, PCCL acquired 4.26 per cent stake through share purchase agreements — comprising 3.70 per cent from IIRF Holdings and 0.56 per cent from Vistra ITCL — and these shares were subsequently transferred to its demat account. ECL and Unitech refused to register PCCL as shareholders. Their argument was that this transfer was a violation of ‘Right of First Refusal’ (RoFR), ‘Articles of Association’ and ‘Shareholders’ Agreement’. PCCL’s argument was that it had become the beneficial owner of the shares, the transfer was part of the Supreme Court-approved disinvestment process, and the right of first refusal had been waived by the conduct of the parties involved.
The entire matter came before NCLT
Unitech argued that PCCL failed to comply with the bid conditions, changed the agreed transaction structure, and that only 100 per cent sale of ECL was permissible — not a partial transfer. The main issue before the NCLT was whether the name of PCCL should be entered in the register of members of ECL by rectification under Sections 58 and 59 of the Companies Act, 2013. The shareholding pattern shows that approximately 53.15 per cent of the equity share capital of ECL is held by International Entertainment Limited (IAL), while approximately 41.95 per cent is held by Unitech Holdings Limited (UHL), a wholly owned subsidiary of Unitech Limited. It is important to mention that 53.15 percent unsold inventory assets of International Amusement Limited have been attached by ED and this has been confirmed by the Adjudicating Authority under the Prevention of Money Laundering Act.
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