Bhutani Group gets NCLT approval to take over Noida's Entertainment City

New Delhi: The National Company Law Tribunal (NCLT) has paved the way for the NCR-based Bhutani Group to take over Entertainment City, which 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 group plans to invest another ₹10,000 crore to develop the entertainment-led mixed-use destination in the heart of NCR.

The NCLT recently passed an order in favour of Parmesh Construction Company (PCCL), directing Entertainment City to register in its Register of Members the shares transferred by minority shareholders to PCCL. Bhutani Infra Group is part of PCCL.


Entertainment City is promoted by the Appu Ghar Group and 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 emerged as the successful bidder in the public process for the 100% disinvestment of Entertainment City (ECL).

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 SC-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.