Legal Labyrinth: Agent As Executant Under Registration Act

“Executing”, a seemingly innocuous expression in Part VI of the Registration Act, 1908 (Of Presenting Documents for Registration) has bemused judges of the Privy Council, High Courts and the Supreme Court over the last century. The latest testament to this is the Supreme Court's judgment dated July 15^th, 2025 in the case of G. Kalawathi Bai vs G. Shashikala & Others (2025 LiveLaw (SC) 706), in which a two-judge bench of the Court doubted the correctness of a coordinate bench's decision in Rajni Tandon vs Dulal Ranjan Ghosh Dastidar (2009 INSC 969). This led the Court to direct the registry to obtain the necessary orders from the Chief Justice of India for expeditious listing of the case before a larger bench.

As will be discussed in detail, the absence of a definition of the expression “execute” or “executing” in the Registration Act, states framing rules contrary to the Supreme Court's interpretation of the term, and the Supreme Court's failure to engage sufficiently with precedents have created a legal quagmire.

An overview of the statutory scheme

Part VI of the Registration Act, titled 'Of Presenting Documents for Registration', comprises Sections 32 to 35. Presentation entails submitting the document to the registering officer to obtain a certificate of registration under Section 60 of the Act and cause the details of the document to be entered in the official books maintained in the registering authority's office as mandated by Section 55 of the Act.

Section 32 of the Act recognizes the following persons as those eligible to present a document for registration:

1. Some person executing or claiming under the document; or
2. The representative or assign of such a person; or
3. The agent of such a person, representative or assign, duly authorised by power-of-attorney executed and authenticated in a manner prescribed under Section 33.

Section 33 recognizes the following powers-of-attorney for the purpose of Section 32:

1. If the principal resides in India: A power-of-attorney executed before and authenticated by the Registrar or Sub-Registrar within whose district or sub-district the principal resides.
2. If the principal does not reside in India: A power-of-attorney executed before and authenticated by a Notary Public, or any Court, Judge, Magistrate, Indian Consul or Vice-Consul, or representative of the Central Government.

It is important to note that authentication and registration are not synonymous as authentication requires the Sub-Registrar to certify the identity of the principal and the fact that the power-of-attorney was executed in the presence of the Sub-Registrar, in accordance with the rules framed under the Registration Act.

Section 34 imposes the following duties on the registering officer when the persons mentioned in Section 32 appear before him:

1. Enquire whether or not the document was executed by the persons by whom it purports to have been executed;
2. Satisfy himself as to the identity of the persons appearing before him and alleging that they have executed the document; and
3. In the case of any person appearing as a representative, assign or agent, satisfy himself of the right of such person so to appear

Does an agent presenting a document for registration assume the status of an executant if the document has been signed by him on behalf of the principal?

The vexed question is whether an agent presenting a document for registration assume the status of an executant if the document has been signed by him on behalf of the principal. If yes, Section 33 would not apply as he would be considered as an executant in his own right under Section 32 (a) and not as an agent under Section 32 (c). If no, he would be considered as an agent under Section 32 (c) and would have to meet the conditions prescribed under Section 33 to be eligible to present the document for registration.

The Registration Act does not define the expressions “execution” and “executant”. As a result, there has been widespread litigation pertaining to the interpretation of the expression “person executing” in the context of an agent/holder of power-of-attorney executing and presenting documents for registration on behalf of the principal, without meeting the requirements of Sections 33 and 34.

In Rajni Tandon vs Dulal Ranjan Ghosh Dastidar (INSC 2009 969), a two-judge bench of the Supreme Court held that an agent who executes and presents a sale deed for registration on behalf of the owner of an immoveable property, qualifies as an executant under Section 32 (a) of the Registration Act. “Executing” was interpreted as being the same as signing the document. The relevant observation reads as follows:

“The expression 'person executing' used in Section 32 of the Act, can only refer to the person who actually signs or marks the document in token of execution.. Where a deed is executed by an agent for a principal and the same agent signs, appears and presents the deed or admits execution before the Registering Officer, that is not a case of presentation under Section 32 (c) of the Act. As mentioned earlier the provisions of Section 33 will come into play only in cases where presentation is in terms of Section 32 (c) of the Act. In other words, only in cases where the person(s) signing the document cannot present the document before the registering officer and gives a power of attorney to another to present the document that the provisions of Section 33 get attracted.” (Emphasis supplied)

Therefore, the agent in this case who merely held an unregistered power-of-attorney was considered as the executant of the sale deed who was entitled to present the sale deed for registration. Consequently, the registering authority was not bound to verify whether the owner of the property had authorized the agent by way of a power-of-attorney executed before and authenticated by a Sub-Registrar, and also satisfy himself that the agent had the right to present the document for registration.

However, in July 2025, a coordinate bench of the Supreme Court doubted the correctness of the decision in Rajni Tandon while hearing a civil appeal in G. Kalawathi Bai vs G. Shashikala & Others (2025 LiveLaw (SC) 706). Among other things, the erstwhile owners of certain immoveable properties claimed that their tenant had unauthorisedly executed three registered sale deeds on their behalf in favour of his wife, purportedly acting on the strength of an irrevocable general-power-of-attorney. They contended that the sale deeds were invalid as the power-of-attorney relied upon by the agent had not been executed before and authenticated by the Sub-Registrar as mandated by Section 33 of the Registration Act. They also contended that the sale deeds were registered in violation of Section 34 of the Act which required the Sub-Registrar to satisfy himself about the agent's right to present the document for registration.

The Court opined that an agent/power-of-attorney holder would not become the executant of a sale deed merely because he signs it as the deed would be executed in the name of the principal, who would be stated as being represented by the power-of-attorney holder. The Court went on to observe that if the view in Rajni Tandon was upheld, it would lead to an anomalous situation described as follows:

“..a notarized power-of-attorney holder, as in that case, who executes a sale deed would become its 'executant' in terms of Section 32(a) of the Act and would be entitled to get the sale deed registered without further ado but ..if that notarized power-of-attorney holder then executes a power-of-attorney, even if registered, in favour of any person to merely present the sale deed executed by him for registration, that registered power-of-attorney holder has to pass the tests set out in Sections 32(c), 33, 34 and 35 of the Act! In effect, the merely mechanical act of presentation of a document for registration would have to be subjected to rigorous scrutiny but the weightier act of executing a document transferring title in immovable property on behalf of the true owner, on the strength of a power of attorney, which may even be unregistered or just notarized, passes muster straightaway and need not be subjected to any of the tests prescribed in the Act!” (Emphasis supplied)

Therefore, the Court opined that the case ought to be heard by a larger bench so that the issue could be conclusively settled.

The judgment in Rajni Tandon is per incurium

The Court is certainly right in flagging the problems that could arise if the proposition laid down in Rajni Tandon is upheld. If probed deeper, the interpretation adopted by the two-judge bench in Rajni Tandon is contrary to the reasoning of a four-judge bench of the Court in Sri Kishore Chandra Singh Deo vs Babu Ganesh Prasad Bhagat & Others (1954 INSC 17) and a three-judge bench of the Court in Jugraj Singh vs Jaswant Singh & Others (1970 INSC 64)

In Kishore Chandra Singh, the Court interpreted the expression “person executing” in Section 32 of the Registration Act , as a party to the document. The relevant observation reads as follows:

“The substance of these provisions (Sections 32 and 33) is that a. document must be presented for registration either by a party to it or his legal representative or assign or by his agent holding a power-of-attorney executed and authenticated in accordance with section 33 of the Act.. Where, therefore, a document is presented for registration by a person other than a party to it or his legal representative or assign or by a person who is not an agent authorized in the manner prescribed in section 33, such presentation is wholly inoperative, and the registration of such a document is void” (Emphasis supplied)

In Jugraj Singh, the Court interpreted Sections 32 and 33 of the Registration Act to the effect that unless the agent was empowered to execute and present documents on behalf of the principal through power-of-attorney executed and authenticated in a manner prescribed by Section 33, the agent was precluded from presenting documents for registration. In the words of the Court:

“It is plain that presentation for registration could be, either by the Principal or by a duly constituted attorney. It is equally plain that a proper power of attorney duly authenticated as required by law had to be made before power could be conferred on another either to execute the document or to present it for registration. That indeed is the law.” (Emphasis supplied)

Surprisingly, the judgments in Rajni Tandon and G. Kalawathi do not refer to these precedents laid down by larger benches. It was perhaps open to the Court in G. Kalawathi to treat the judgment in Rajni Tandon as being per incurium and rely on the earlier judgments of larger benches in Kishore Chandra Singh and Jugraj Singh. While it is true that the issues in these cases were not squarely framed to decide whether an agent who signs a deed becomes an executant in his own right for the purpose of Part VI, the judgments in both these cases contain holistic interpretations of Part VI which were too pertinent to be ignored in Rajni Tandon and G. Kalawathi.

Exacerbation of the conundrum

The conundrum is not confined to the conflicting views of the Supreme Court in Rajni Tandon and G. Kalawathi. In 1927, while deciding Puran Chand Nahatta vs Manmotho Nath Mukherjee (1928 [30] Bom LR 783), the Privy Council held that the expression “person executing” in Section 32 of the Registration Act is not to be interpreted as “person signing”. Instead, it ought to be interpreted to mean “the person who by a valid execution enters into obligation under the instrument” i.e. the principal on whose behalf the agent signed the document and presented the same for registration. A similar view had been taken by the Bombay High Court in Balkrishna Raoji Velankar vs Parashram Mahadeo Ketkar (AIR 1926 BOM 479) which was overruled a year later by a Full Bench of the Bombay High Court in Sitaram Laxmanrao Kadam vs Dharmasukhram Tansukhram (AIR 1927 BOM 487) wherein the Court held that an agent who signed the document ought to be considered as its executant for the purpose of presenting it for registration. Thereafter, in 1949, while deciding Ratilal Nathubhai And Anr. vs Rasiklal Maganlal (AIR 1950 BOM 326) the Bombay High Court held that the Full Bench decision in Sitaram Laxmanrao Kadam (1927) was good law as the Privy Council's decision in Puran Chand Nahatta (1927) was rendered in ignorance of its decision in Mohammad Ewaz vs Birj Lall (1877)! While there are several other decisions of the Supreme Court and various High Courts on this aspect which have not been analysed here in the interest of brevity, it is perhaps obvious by now that Part VI of the Registration Act is characterised by erratic jurisprudence.

The Registration Rules framed by certain states have muddied the waters further. In certain states, including Karnataka, Andhra Pradesh, Telangana, Tamil Nadu, the Registration Rules stipulate that the expression “person executing a document” in Section 32 includes an attorney who executes the document on behalf of the principal. The identically worded provision in the Registration Rules of these states reads as follows:

“In the case of a document purporting to be executed by an attorney, or by a guardian of a minor or by a legal curator of an idiot or lunatic, such attorney or guardian or curator shall be held to be a person executing the document for the purposes of Sections 32, 34, 35 and 58 of the Act but for the purpose of Section 55, the principal or minor or idiot or lunatic as well as the attorney or guardian or curator shall be considered to be executing parties”

This contravenes the Supreme Court's interpretation of the expression “person executing” in the cases such as Kishore Chandra Singh Deo (1954) and Jugraj Singh (1970), as discussed earlier.

Ramifications of interpreting “person executing” as person who signs

If an agent who signs a document is considered as the “person executing” the document for the purpose of presenting it for registration, the crucial safeguards contained in Sections 33 and 34 of the Act would not apply. Such an agent would not be required to be empowered by a power-of-attorney duly executed before and authenticated by a Sub-Registrar or Registrar, as mandated by Section 33. Furthermore, the registering authority would not be required to satisfy himself of the right of the agent to appear, as mandated by Section 34(3)(c) of the Act as this provision applies only to a “person appearing as a representative, assign or agent” and not when the executant himself appears. If these safeguards do not apply, it would be relatively easy for unscrupulous persons purporting to be agents on the strength of unregistered or forged power-of-attorney documents to alienate immoveable properties on behalf of the owners. Citizens who are aged, ill or reside in foreign countries are vulnerable to such fraudulent transactions. It is hardly of any comfort that such owners have the option of approaching civil courts to annul such transactions.

Interestingly, if the expression “person executing” refers to a person who actually signs, it would render Section 32 (b) redundant as Section 32 (b) stipulates that a representative (defined to include a minor's guardian and the legal curator of a person suffering from insanity) may present a document for registration on behalf of a “person executing” the document. Invariably, it is the representative i.e. the guardian or the curator who signs the document when a minor or a person suffering from insanity is a party to a document. Therefore, if “person executing” is understood as a person who signs the document, a guardian or a curator would become an executant in his own right and would not be required to satisfy the registering authority of his right to appear, as mandated by Section 34(3)(c) of the Act. Similarly, such an interpretation would also render Section 35 (1)(b) redundant as this provision enables a representative or an agent of the person executing the document to admit execution on his behalf, before the registering authority.

In the famous case of U.P. Bhoodan Yagna Samiti vs Braj Kishore (1988 INSC 266), the Supreme Court emphasised that “to understand the true meaning of the words” in a legislation, it is crucial to understand the purpose of the legislation and the problems sought to be remedied by the legislation. Undoubtedly, the safeguards in Section 33 i.e. agent to be empowered by a power-of-attorney executed before and authenticated by a Sub-Registrar or a Registrar and the safeguards Section 34(3)(c) i.e. registering authority to be satisfied of the right of an agent or representative to appear, indicate that the purpose of these provisions is to nip unauthorized alienations in the bud.

The way forward

While deciding Seaford Court Estates Ltd vs Asher (1949), Lord Denning famously opined that the English language was not an instrument of mathematical precision and that “when a defect appears a judge cannot simply fold his hands and blame the draftsman. He must set to work on the constructive task of finding the intention of Parliament, and he must do this not only from the language of the statute, but also from a consideration of the social conditions which gave rise to it, and of the mischief which it was passed to remedy, and then he must supplement the written word so as to give 'force and life' to the intention of the legislature”. It is imperative that a larger bench of the Supreme Court is constituted expeditiously to decide G. Kalawathi and iron out the creases in Part VI of the Registration Act.

It is also desirable that the proposed Registration Bill, 2025 which is yet to be introduced in Parliament, clearly defines the expression “executing” and incorporates effective safeguards against fraudulent alienations by unscrupulous persons purporting to be agents of the owners of immoveable properties.

Author is a lawyer based in Karnataka. He holds an LLM in Law & Development from Azim Premji University.

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