No Deemed Approval: Mandatory Visitor Approval and Procedural Compliance for Private University Dissolution

In CMJ Foundation v. The State of Meghalaya (2025 INSC 211), the Supreme Court of India determined that (1) the appointment of a Chancellor of a private university, established by state legislation, mandates actual approval from the designated Visitor (the Governor), rather than relying on any “deemed approval,” and (2) the dissolution of such a university must strictly adhere to the procedural requirements set forth in the governing statutes, particularly Section 48 of the Chandra Mohan Jha University Act, 2009 (“the Act”).

This legal dispute had its roots in the CMJ Foundation’s establishment of CMJ University in Meghalaya and the alleged failure to secure the Governor’s approval of the Chancellor. The State of Meghalaya contended that procedural irregularities in appointing the Chancellor, awarding degrees, and running the university culminated in a valid dissolution order. The foundation disputed the validity of that dissolution, but ultimately, the Supreme Court upheld the State’s action and clarified the non-existence of automatic (“deemed”) approval in these circumstances.

Below is a comprehensive commentary on the Judgment, organized to highlight the crucial aspects of the litigation, the Court’s reasoning, and the resulting impact on higher educational institutions and administrative law.

The Court dealt with three core issues:

1. Whether CMJ University’s Chancellor was appointed according to the procedure under Section 14(1) of the CMJ University Act, which required the “approval of the Visitor.”
2. Whether the State Government’s order of 31st March 2014 dissolving the University complied with Section 48 of the Act and followed the directions previously issued by the Supreme Court.
3. Whether the High Court Division Bench was justified in remanding the dissolution dispute back to a Single Judge after having found the State’s procedure lawful.

In deciding these issues, the Supreme Court concluded the following:

• No Deemed Approval: The Act’s requirement of the Visitor’s approval for the appointment of Chancellor is indispensable; the “subject to approval” phrase means that the appointment is strictly conditional upon an explicit approval. Thus, a “deemed approval” is not recognized merely by the Governor’s lack of response.
• Valid Dissolution: The State’s dissolution order of 31st March 2014 was valid and compliant with Section 48 of the Act. Show cause notices were issued, an opportunity to respond was provided, and earlier directions from the Supreme Court were followed.
• Unnecessary Remand: After confirming that the State adhered to proper procedure, there was no remaining substantive dispute for the Single Judge to consider; hence, remanding the matter for re-adjudication was not warranted.

Consequently, the Court upheld the State’s dissolution of CMJ University, dismissed the appeal of the CMJ Foundation, and set aside the remand order that had sent the case back to a Single Judge.

Several prior Supreme Court decisions were referenced or analogized to underscore how legislative provisions requiring “approval” from a higher authority must be strictly followed:

• V. Balasubramaniam v. T.N. Housing Board (1987) 4 SCC 738: Clarified that “subject to approval” is interpreted as “conditional upon approval” and not merely a formality.
• K.R.C.S. Balakrishna Chetty & Sons & Co. v. State of Madras (1960 SCC OnLine SC 179): Defined “subject to” in legislation to mean that the relevant act or appointment only becomes operative if the condition (i.e., approval) is fulfilled.
• Sant Lal Gupta & Ors. v. Modern Co-operative Group Housing Society Ltd. & Ors. (2010 SCC OnLine SC 1169): Affirmed that courts should not read in a deemed approval where the legislature omitted a specific provision creating such a legal fiction.
• Various decisions applying Wednesbury principles of reasonableness, such as Union of India v. G. Ganayutham (1997 SCC OnLine SC 135), also influenced the Court’s stance that it could examine whether the State’s decision to dissolve the university was procedurally fair and reasonable, without substituting the Court’s own judgment in place of the executive.

The Court’s legal reasoning hinges on two main pillars:

1. Interpretation of “Subject To Approval”:

   Section 14(1) of the Act explicitly states that the sponsor’s appointment of the Chancellor “shall be” “subject to the approval” of the Visitor. Courts have consistently held that “subject to” means “conditional upon,” rendering any purported appointment void without the requisite nod from the Visitor. The CMJ Foundation’s argument that the Governor’s inactivity should be taken as “deemed approval” was squarely rejected. The Court explained that the legislature could have, if it wished, created a legal fiction of “deemed approval,” but it did not do so, and judicial interpretation cannot supply it.

2. Procedural Compliance for Dissolution:

   Under Section 48, the State Government may order dissolution upon identifying serious mismanagement, maladministration, or failure of the institution to fulfill its objectives. The Court found that the Visitor first alerted the CMJ University to deficiencies in April 2013 and demanded compliance by way of comprehensive directions. When those directives were disregarded, the State followed through, issuing two show cause notices (12th November 2013 and 24th January 2014) and carefully weighing the Foundation’s replies. As the explanations offered were deemed unsatisfactory, the State then passed a speaking order to dissolve the University. This extensive process, in the Court’s view, satisfied both the Supreme Court’s requirement in its earlier order (in SLP(C) No. 19617 of 2013) and Section 48(2) and (3) of the Act.

This Judgment clarifies crucial procedural and substantive requirements for private universities:

• Elimination of “Deemed Approval” Arguments: Universities must ensure explicit, formal approval from any authority where “subject to approval” appears in the relevant legislation. Permitting students to enroll and conferring degrees without such approval is at risk of being declared void and jeopardizing the very validity of the institution’s actions.
• Compliance with Dissolution Standards: State governments must thoroughly document all procedural safeguards before dissolving a private university, including investigations, show cause notices, and reasoned speaking orders.
• Clearer Role of Visitors (Governors): The decision reaffirms that the Governor, in the role of Visitor, has genuine oversight authority. Sponsors cannot circumvent that oversight by citing silence or delay as de facto approval.
• Precedent for Other Educational Statutes: Though the case arises out of the CMJ University Act, it has broader significance for understanding legislative language requiring prior approvals in a variety of higher education contexts throughout India.

Several legal concepts in this Judgment merit closer explanation:

• “Subject to Approval”: A phrase meaning the primary action (appointment) cannot be effective until the required authority (Visitor, Governor, Government, etc.) explicitly grants permission. Unlike discretionary or optional approvals, “subject to” unequivocally demands affirmation for validity.
• Dissolution under Section 48: This procedure contemplates that the government can step in and dissolve a university upon a demonstration of serious failings. Before doing so, however, due process and fairness demand that the sponsor be given written warnings, show cause notices, and a proper interval to respond or rectify faults.
• “Deemed Approval” or “Legal Fiction”: Courts will not imply a “deemed approval” in the face of legislative silence. A “legal fiction” can only arise from explicit statutory language that treats an unapproved action as approved once a timeline lapses or other conditions are met. Where no such language exists, the courts cannot legislate a fictional approval into being.
• Wednesbury Principles: An administrative decision (like dissolving a university) must not be perverse or arbitrary. Courts generally will not intervene unless they find the government’s process either irrational, grossly unfair, or outside the scope of its delegated powers.

Through a detailed analysis, the Supreme Court in CMJ Foundation v. The State of Meghalaya (2025 INSC 211) has:

1. Confirmed that any Chancellor’s appointment in a private state university unambiguously requires an explicit sign-off from the Governor (acting as Visitor), ruling out any possibility of so-called “deemed approval.”
2. Upheld the State’s decision to dissolve CMJ University under Section 48 of the Act after fair and lengthy proceedings showed that the University neither corrected nor convincingly explained significant irregularities.
3. Declared that once a division bench has examined both procedural and substantive validity of a dissolution order, remanding the matter to a Single Judge is unnecessary if no issues remain that have not already been resolved.

This Judgment thus sends a clear message: Sponsors of private universities must strictly abide by statutory requirements for important positions like the Chancellor and must rectify deficiencies promptly upon receiving directions from competent authorities. Failure to do so can result in dissolution—and once the dissolution is pronouced in compliance with statutory obligations, courts will be disinclined to set it aside.

Overall, the Judgment brings welcome clarity to regulatory rigor in higher education, emphasizing good faith compliance and explicit approvals instead of presumed acquiescence.