Kerala High Court: In a batch of appeals filed against the judgment passed by a Single Judge of the Court, wherein, the Court had concluded that the Cochin International Airport Authority Ltd. (‘CIAL’) qualified as a “public authority” within the meaning of Section 2(h)(d)(i) of the Right to Information Act, 2005 (‘RTI Act’). Consequently, CIAL was held to be amenable to the obligations of disclosure under the Act, requiring it to provide information to third parties and the public at large in response to applications filed under Section 6 of the RTI Act, seeking various categories of information, the division bench of Sushrut Arvind Dharmadhikari* and Syam Kumar V.M., JJ. held that CIAL is a ‘public authority’ under Section 2(h)(d)(i) of the RTI Act. It affirmed the view taken by the State Information Commission (‘SIC’) in the impugned order dated 20-06-2019, directing that CIAL is bound to disclose necessary information and comply with the statutory obligations imposed by the RTI Act. This includes the appointment of a Public Information Officer (PIO) and timely disclosure of information.
Issues, Analysis and Decision
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Whether CIAL owes its existence to a notification issued or order made by the ‘appropriate government’, thus satisfying the first leg for the applicability of Sec. 2(h)(d (i).
The Court noted that CIAL had contended that it was not an authority or body established by a notification or an order issued by the appropriate government. It was incorporated as a company under the provisions of the erstwhile Companies Act, 1956, and therefore was not a creation of any statutory authority. It was submitted that mere registration as a company would not confer upon it the attributes of a “public authority” under Section 2(h)(d)(i) of the RTI Act. Referring to its certificate of incorporation dated March 1994, it was further contended that the registration of a company, along with its independent Memorandum and Articles of Association, could not by itself clothe the entity with the character of a “public authority.”
However, the Court rejected the above contention for the fundamental reason that CIAL was not an entity incorporated in isolation, nor could it be said to have no predecessors. Further, it was an admitted fact that CIAL had been preceded by Kochi International Airport Society (‘KIAS’), a society that was predominantly constituted by senior functionaries of the Government of Kerala (GoK), including the Chief Minister, Cabinet Ministers, and senior bureaucrats. These individuals had played an instrumental role in conceptualising and realising the vision of establishing an international airport in the State.
The Court observed that, had KIAS not been constituted, the formation of CIAL , which came into existence after KIAS had secured a substantial land base, might never have materialised. Upon the constitution of CIAL, the entire asset structure and land holdings of KIAS were transferred to CIAL overnight, a move that could not have occurred without the express consent and approval of the government of the day.
Thus, KIAS was clearly identified as the predecessor of CIAL, from which CIAL inherited all its assets, land base, capital, and financial resources.
Therefore, the Court held that CIAL’s predecessor, KIAS, had come into existence by virtue of an order issued by the Government of Kerala (GoK), through the office of the then Collector of Ernakulam District. It observed that, had KIAS not been constituted, the question of establishing CIAL would not have arisen at all. Accordingly, it was held that both KIAS and, by necessary implication, CIAL came into existence by virtue of a specific government order dated 19-05-1993 , issued by the Collector.
The Court noted that this government order had formally set the stage for the establishment and commissioning of Cochin International Airport. Therefore, the first limb of Section 2(h)(d)(i) of the RTI Act stood satisfied in the present case, as CIAL could be deemed to have been established by an order made by the appropriate government.
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Whether CIAL can be treated as a body/entity ‘owned’ or/ and ‘controlled’ by the appropriate government, in a manner to treat it as an authority answerable to the public at large and third parties under the RTI Act.
The Court observed that Section 2(h)(d) of the RTI Act employs three distinct terms, “owned,” “controlled,” or “substantially financed”, separated by commas and connected by the word “or.” This, the Court noted, indicates that a body may fall within the scope of a “public authority” if it satisfies any one of these criteria.
In interpreting the term “owned” as used in Section 2(h)(d)(i), the Court held that ownership need not be complete or absolute; partial ownership would suffice to meet the statutory requirement. The Court accordingly adopted a liberal construction of the term and applied the same reasoning to its interpretation.
Similarly, with respect to the term “controlled,” the Court held that it need not imply direct or absolute control, but could also encompass limited control over the affairs, management, or decision-making processes of a company. What mattered was whether the controlling entity, in this case, the Government of Kerala or any of its instrumentalities was able to influence or affect the final decisions of the company in question.
To determine the presence of such control, the Court stated that the appropriate test would be to examine whether the controlling authority had the ability to influence the course and direction of decisions of the controlled entity, which could be ascertained by referring to the Memorandum and Articles of Association (‘MoA’ and ‘AoA’) of CIAL.
The Court highlighted that it was an admitted fact between the parties that, through G.O. dated 17-09-2001, the Government of Kerala had directed CIAL to amend its Bye-laws as a precondition for the State to acquire a 26% shareholding in the company’s management. In compliance with this directive, the MoA and AoA were extensively amended, specifically Articles 95, 118, 125, and 195. These amendments included a mandatory reservation of one-third of the Board of Directors’ positions for senior government functionaries and officers of the State of Kerala.
Among those designated as ex-officio directors were the Chief Minister, Cabinet Ministers, the Chief Secretary (appointed as Managing Director), and other senior bureaucrats. The Court noted that the Managing Director, being the “first among equals”, was empowered to preside over meetings, determine the agenda, and influence the overall tone and direction of decisions taken by the Board as a collective body. The ex-officio nature of these appointments further reinforced the governmental character of CIAL. These government officials, while discharging their responsibilities on the Board of CIAL, continued to receive their salaries, allowances, and perks from the State exchequer. The Court observed that this arrangement demonstrated a significant level of State involvement in the company’s management.
The Court concluded that such measures were clearly designed to ensure that the management and strategic decisions of CIAL remained aligned with the interests and policy objectives of the State Government. The State’s consistent and active role in the governance of CIAL indicated a continuous element of control, particularly in decisions taken at the level of the Board of Directors and in General Body Meetings.
The Court stressed that out of the total strength of 11 directors on the Board of Directors of CIAL, 6 members were ex-officio government nominees. This composition, the Court observed, provided the Government of Kerala with a clear majority on the Board. Consequently, the State held a definitive mandate to influence and control the affairs and management of CIAL, thereby establishing effective governmental control over the functioning of the company.
The Court concluded that the Government of Kerala exercised authoritative dominance over CIAL, underscored by the presence of none other than the Chief Minister himself on the Board of Directors. The presence of the Chief Minister, along with other Cabinet Ministers, had a profound psychological and practical impact on the functioning of the Board, such that private Directors were unlikely to dissent from the views or proposals expressed by the head of the government.
The Court observed that it was unrealistic to suggest that the opinions or proposals of the Chief Minister and Cabinet Ministers could be routinely or casually overridden by the private Directors of CIAL, whether individually or collectively. As a matter of course, and barring exceptional circumstances, the private Directors were bound to follow the lead of the Chief Minister, who, under Article 118(1) of the AoA, held the apex position of Chairman of the company.
Accordingly, the Court held that the control exercised by the Government of Kerala over CIAL was not nominal, supervisory, or merely regulatory, but rather complete and pervasive, extending to the day-to-day functioning and decision-making processes of the company.
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Whether CIAL can be treated as an organisation/ entity ‘substantially financed’ by the appropriate government, possessing a direct/ indirect financial and administrative control of agencies of the State government.
The Court said that the term “substantial financing” could not be construed to mean financial assistance exceeding 50% in the form of direct financial aid or benefits, as was contended by CIAL. The very expression “substantial” denoted something significantly more than a trivial or nominal amount, it referred to support that was not intangible, inconsiderable, or insignificant, but rather of meaningful magnitude.
The Court, therefore, held that, from well before its incorporation, both KIAS and subsequently CIAL had been substantially financed by the Government of Kerala, its instrumentalities, and even the Central Government.
Accordingly, the Court concluded that all three limbs of Section 2(h)(d)(i) of the RTI Act — ownership, control, and substantial financing, stood satisfied in the case of CIAL. Hence, CIAL was held to be a “public authority” within the meaning of the Right to Information Act, 2005, and was amenable to the obligations of information disclosure under the provisions and rigours of the Act.
Conclusion
The Court mandated that CIAL must complete all necessary steps to become fully RTI compliant within 15 days, particularly as specified under Chapter II (Right to Information and Obligations of Public Authorities) of the RTI Act and file a compliance report before the Court. No requests for extension of this timeline would be entertained, as these are procedural formalities that can reasonably be fulfilled within the stipulated period.
The Court further directed that all RTI applications made under Sections 6, 7, and 11 of the RTI Act must be disposed of within the statutory timelines. CIAL’s authorities were permitted to apply exemption clauses under Sections 8 to 11 as appropriate, subject to judicial review by aggrieved applicants.
Regarding the litigation history, the Court noted that the Managing Director of CIAL had filed writ petitions and appeals without the approval of the Board of Directors or consultation with the Chief Minister, who is Chairman of CIAL. The Court condemned this unauthorized action and directed the Chief Secretary of Kerala, a Board member, to take appropriate action to prevent recurrence. The Chief Secretary was also ordered to file an action taken report before the Court within 15 days in a sealed cover. The Court instructed its Registry to immediately communicate a copy of this judgment to the Chief Secretary.
The Court clarified that it did not express any opinion on the merits of individual RTI applications but limited its judgment to the question of whether CIAL qualifies as a public authority under the RTI Act. Issues concerning exemption from disclosure under Sections 8 and 9 remain for decision by the competent authority or PIO on a case-by-case basis through reasoned orders.
Since the Managing Director filed the cases without proper authority, the Court imposed a cost of Rs. 1 lakh on CIAL, payable to the Kerala High Court Advocates’ Association within 10 days.
Accordingly, the batch of writ appeals was dismissed with the above directions. The Registry was instructed to list the appeals for reporting compliance immediately after the expiry of 15 days from the date of delivery of this judgment.
[Cochin International Airport Limited v State Information Commission, WA No. 45 of 2023, decided on 05-08-2025]
*Judgment Authored by: Justice Sushrut Arvind Dharmadhikari
Advocates who appeared in this case:
For Petitioner: S.Sreekumar (Sr.), Harikrishnan S.
For Respondent: M.Ajay, SC, State Information Commission, P.K.Ibrahim, M.Abdul Rasheed, K.P.Prasanth,T.S.Krishnendu, Archana Suresh,Haritha Hariharan, P.S.Biju, C.E.Unnikrishnan, Aul Jacob, Leo Lukose, Enoch David Simon Joel, S.Sreedev, Rony Jose, Karol Mathews Sebastian Alencherry, Derick Mathai Saji, Karan Scaria Abraham, Ittoop Joy Thattil
