The National Company Law Tribunal (NCLT) has directed the registration of transfer of 59,30,304 equity shares, constituting only 4.26% of the issued share capital of Entertainment City Limited, purportedly transferred by IIRF Holdings V Limited and Vistra ITCL (India) Limited in favour of Parmesh Construction Company Limited (PCCL).
Bhutani Infra Group is part of PCCL.
Entertainment City operates The Great India Place, Gardens Galleria Mall, Worlds of Wonder amusement park and KidZania in Noida.
Part of a partially developed 147-acre project, the Bhutani Group plans to invest another Rs 10,000 crore to develop the entertainment-led mixed-use destination in the heart of NCR.
Entertainment City is promoted by the Appu Ghar Group and the Unitech Group. The project also has vacant land parcels that the new owner can develop.
“The recent NCLT order has brought significant legal clarity to a matter that has remained unresolved for a long time… We firmly believe that if all stakeholders, particularly Unitech, work together with a shared vision, the project can be repositioned as one of India’s premier entertainment, tourism and lifestyle destinations,” said Ashish Bhutani, CEO of Bhutani Infra.
With this, the Bhutani Group will be executing three large-scale projects in Noida, including a Film City near the recently opened Noida International Airport and a Sports City project.
PCCL had emerged as the successful bidder in the public process for the 100% disinvestment of Entertainment City Ltd (ECL).
Siddharth Batra, Counsel for Unitech Holdings Limited and Entertainment City Limited, has clarified that the Impugned order of the NCLT pertains only to 4.26% shareholding of the ECL. Consequently, neither the ownership nor the control of ECL has been transferred by virtue of the Impugned Order.
“The NCLT order dated 30.06.2026 concerns the registration of transfer of mere 4.26% shareholding in ECL in favour of PCCL. The order does not, by itself, approve any takeover, transfer of management, transfer of majority shareholding or acquisition of control of ECL in any manner. The impugned order is proposed to be challenged before the appellate forum,” Batra has said.
As part of the transaction, PCCL acquired a 4.26% stake — 3.70% from IIRF Holdings and 0.56% from Vistra ITCL — through share purchase agreements, and the shares were subsequently transferred to its demat account.
ECL and Unitech refused to register PCCL as a shareholder, arguing that the transfer violated the Right of First Refusal (RoFR), the Articles of Association and the Shareholders’ Agreement.
PCCL contended that it had become the beneficial owner of the shares, that the transfer was part of a Supreme Court-approved disinvestment process, and that the RoFR had been waived through the conduct of the parties involved.
Unitech argued that PCCL failed to comply with bid conditions, altered the agreed transaction structure, and that only a 100% sale of ECL — not a partial transfer — was permissible.
The principal issue before the NCLT was whether PCCL’s name should be entered in ECL’s Register of Members through rectification under Sections 58 and 59 of the Companies Act, 2013.
The admitted shareholding pattern demonstrates that approximately 53.15% of the equity share capital of ECL is held by International Amusement Limited (IAL), while approximately 41.95% is held by Unitech Holdings Limited (UHL), which is a wholly-owned subsidiary of Unitech Limited.
It is pertinent to point out that the 53.15% of the unsold inventory assets of International Amusement Limited stands attached by the Enforcement Directorate and confirmed by the Adjudicating Authority under the Prevention of Money Laundering Act.
Source: Economic Times