MIAL

The complainant while contending his case inter alia submitted that since the term “substantial funding” had not been defined anywhere in the RTI Act and as per the Page 5 of 31 averments of the MIAL that 50% of shareholding constitute to substantial funding, then Stamp Duty worth Rs.250 crores waived off by the Government of Maharashtra along with land and infrastructure of 2000 acres worth more than 80,000 crores in Mumbai given on Rs.100 per year(lease premium), amounted to “substantial funding”; that AAI being the 26% of active partner in this JV had shirked the responsibility answering to public questions under the RTI Act; that since many years, AAI claiming to be the owner of Mumbai Airport property always passed the buck to its lessee i.e., MIAL on questions asked pertaining to owner’s land and infrastructure under RTI Act; that the MIAL was an agent or instrumentality of State and therefore, “State” within the meaning of Article 12 of the Constitution of India; that the statutory functions performed by the AAI were enumerated in Section 12 of the Airports Authority of India Act, 1994; that the monies payable by the lessee i.e., MIAL to AAI were public monies and public funds; that MIAL was performing public functions in public interest; that the MAIL was a part and parcel of Ministry of Civil Aviation and the entire details pertaining to the JV of AAI and MIAL should have been in the public domain i.e., in the website of Ministry of Civil Aviation in compliance with Section 4(1)(b) of the RTI Act and that the reliance by the respondent upon many orders and judgements of various Courts in the present matter, were unnecessary since the subject-matter of the instant RTI Application was very simple. 3.1 Besides, that complainant invited the respondent to reply as to what difficulty will be faced by the respondent in the event MIAL is brought under the RTI Act, whether any pending project will be stalled in doing so, even if the MIAL is considered as a Public Authority under Section 2(h) of the RTI Act, they always have a recourse under exemption clauses i.e., Section 8 and 9 of the RTI Act to deny information. 3.2 Complainant stressed on the fact that the Respondent has taken a loan of several thousands of crores which are taxpayers money and he being a tax payer and a citizen of this country, many aspects pertaining to MIAL is unknown and since the Government is involved in the instant subject-matter, RTI Act should apply by default. He further stated that he is only acting as a whistle-blower and that he has no personal or vested interest in the present matter. Page 6 of 31 3.3 Complainant relied upon the Hon’ble Commission’s order in the matter of Kishan Lal v. Rohit Prasad, Director (Development and Strategy), Public Health Foundation of India, New Delhi vide Complaint no. CIC/SG/C/2011/001273 dated 14.02.2012, wherein the Former Information Commissioner Shri Shailesh Gandhi declared Public Health Foundation of India as a Public Authority. 3.4 Complainant stated that AAI exercises deep and pervasive control over the affairs of the Respondent and since AAI is not an ordinary shareholder as it is clear from a perusal of some of the clauses of the Articles of Association which are summarised as under: 1.8.1 Article 7 provides that the rights attached to various classes of shares may be varied only at a meeting at which the AAI nominee is present 1.8.2 Article 12 provides that the shareholding of AAI in MIAL cannot be diluted. The said Article further provides that AAI shall have the right to participate in any future issue of shares by the MIAL. 1.8.3 Article 34 provides that the consent of AAI shall be obtained as per Article 35 before shares in the MIAL are transferred by/to a private shareholder. 1.8.4 Article 64 provides that the quorum for meeting relating to Reserved Shareholders shall be two members of which at least one member shall be a nominee of AAI. Article 68 provides that change of business of the Company, change in rights attached to shares, transfer of the undertaking of the Company, commencement of action for dissolution and any special resolution cannot be given effect to unless approved by the AAI by an affirmative vote at the General Meeting. Article 112 contains an identical provision in case of Board Meetings. 1.8.5 Article 91 provides that AAI shall have right to appoint a proportionate number of Directors on the Board of the MIAL and further that AAI shall have a right to appoint at least one Director irrespective of whether it is a shareholder of the MIAL. 1.8.6 Under Article 101, the MIAL may not remove a Director nominated by AAI before the expiry of his term. Page 7 of 31 1.8.7 By Article 107, the Directors nominated by the AAI have been given the power to convene Board meetings and Article 110 states that the quorum for Board meeting shall include at least one Director nominated by AAI. 1.8.8 Article 115 provides that AAI shall have right to appoint one nominee on every committee and sub-committee of the Board. 1.8.9 Article 135(c) gives AAI the right to inspect the books, records and accounts of the Company and also mandates that AAI shall be provided with monthly accounts of the Company. 1.8.10Article 138 provides that the Auditors of the Company shall be appointed at the General Meeting by a Special Resolution with an affirmative vote of AAI.