Power of Attorney Holder Cannot Become ‘Executant’ of Sale Deed: Supreme Court Refers Legal Conflict to Larger Bench

“Power-of-Attorney Cannot Override Statutory Safeguards in Property Transfers,” In a significant development, the Supreme Court of India has referred a critical legal issue to a larger bench, casting serious doubt on the correctness of an earlier Supreme Court ruling that had allowed power-of-attorney holders to bypass statutory authentication requirements during property transactions. The bench comprising Justice Sanjay Kumar and Justice K.V. Viswanathan has taken a strong stand against dilution of the safeguards under the Registration Act, 1908 and stressed that a power-of-attorney holder remains an agent and cannot transform into an executant merely by signing a document on behalf of the principal.

The Court opened its analysis with a clear description of the core dispute: the validity of an irrevocable General Power of Attorney dated October 15, 1990, executed allegedly by Ranveer Singh and his wife Gyanu Bai in favour of their tenant, G. Rajender Kumar, and the subsequent sale deeds executed by Rajender Kumar in favour of his wife, Shashikala. The appellants questioned the legality of these transactions on the ground that the power-of-attorney was never authenticated as required under Sections 32, 33, 34, and 35 of the Registration Act, 1908.

The Court dissected the precedent laid down in Rajni Tandon vs. Dulal Ranjan Ghosh Dastidar, (2009) 14 SCC 782, where a coordinate bench of the Supreme Court had held that a power-of-attorney holder executing a sale deed becomes the “person executing” under Section 32(a) of the Act and could therefore present the sale deed for registration without complying with the rigorous authentication procedure under Section 33. This earlier interpretation effectively allowed the agent to step into the shoes of the owner or principal.

The present bench rejected this interpretation outright. Justice Sanjay Kumar emphatically declared, “A power-of-attorney holder executes a document, not in his own name, but in the name of his principal, and signs it on behalf of the principal by virtue of authority conferred upon him. He does not, thereby, become the executant of the sale deed.” The Court explained that the legal character of a power-of-attorney holder remains that of an agent and “he merely executes and signs it on the principal’s behalf.”

Explaining the statutory scheme, the Court elaborated that Section 32 of the Registration Act distinguishes between executants and agents. It authorizes presentation of documents for registration by (a) persons executing it, (b) their representatives or assigns, or (c) their agents, but specifically mandates in Section 32(c) that the agent must present the document with an authenticated power-of-attorney under Section 33. Referring to Section 34 and 35, the Court reminded that the law places a duty upon the Registrar to verify not only the identity of persons appearing before him but also their authority to execute and present the document.

The Court expressed concern over the consequences of the precedent set in Rajni Tandon, noting it creates a paradox. “A notarized power-of-attorney holder, by merely executing a sale deed, could escape the scrutiny of authentication required under Section 33,” the Court pointed out, while ironically, someone authorized just to present the deed for registration would have to go through a rigorous verification process. The Court highlighted this inconsistency as “an incongruous situation” where the more significant act of transferring property title would bypass verification, but a mere presentation act would be scrutinized.

Further, the Court underscored how Rajni Tandon’s ruling undermines the statutory duty cast on Registrars under Section 34(3), which requires them to verify whether the document was executed by the persons by whom it purports to have been executed. “We are unable to subscribe to this view,” the Court stated bluntly, holding that Rajender Kumar, the power-of-attorney holder, could not be treated as the executant when in fact the deed recorded Ranveer Singh and his wife as the real executants represented by their agent.

Justice Sanjay Kumar elaborated, “By merely signing a document on behalf of the principal, a power-of-attorney holder does not lose his status as agent nor transform into executant under Section 32(a). He must comply with the full rigor of Sections 32(c), 33, 34, and 35.” The Court added, “Such an agent cannot become an executant in his own right. The principal remains the real executant.”

Having examined the conflicting views, the Court concluded that the issue deserves authoritative clarification. “Rajni Tandon holds to the contrary and we are unable to persuade ourselves to agree with that view,” the Court stated in firm terms, announcing that the legal conflict must be resolved conclusively by a larger bench. It accordingly directed the Registry to place the matter before the Hon’ble Chief Justice for constitution of an appropriate larger bench to hear these appeals.

This ruling marks a major moment in property law jurisprudence, as it challenges a legal interpretation that had been in vogue for over a decade, potentially affecting thousands of property transactions across India where unverified powers-of-attorney were used to execute sale deeds.

In summation, the Court has decisively affirmed that the legal safeguard of authenticating power-of-attorney documents cannot be sidestepped merely by the mechanics of signature. “When a power-of-attorney holder signs a deed on behalf of the principal, he cannot be permitted to bypass legal safeguards meant to prevent fraud and ensure transparency in property transactions,” the Court ruled.

The Supreme Court has thus taken a firm stand in upholding the sanctity of registration procedures and ensured that statutory protections cannot be compromised by procedural shortcuts.

The case will now await a final determination by a larger bench, expected to settle this question of law with finality.

Date of Decision: 15th July 2025