Introduction: General Power of Attorney in Indian Property Law
The General Power of Attorney (“GPA”) is among the most frequently used, and most frequently misunderstood, instruments in Indian property practice. It is invoked where an owner lives elsewhere, cannot attend registration in person, or wishes another to manage the property on his behalf. Convenience, however, is not conveyance. A GPA is an instrument of agency: it authorises acts on behalf of the principal, but it does not, of itself, transfer ownership in immovable property. The Supreme Court has said so repeatedly, most recently in 2025, and the proposition has hardened into settled law.
I. The Statutory Foundation
Section 54 of the Transfer of Property Act, 1882, draws the line with precision: a contract for the sale of immovable property does not, of itself, create any interest in or charge on the property, and the sale of tangible immovable property of a value of one hundred rupees or more can be made only by a registered instrument. Read with Section 17 of the Registration Act, 1908, the statutory scheme leaves no room for informal conveyance. Whatever a GPA authorises the attorney holder to do, it cannot substitute for the registered deed that Section 54 demands.
A contract of sale does not of itself create any interest in or charge on such property.
— Narandas Karsondas v. S.A. Kamtam & Anr., (1977) 3 SCC 247
II. What a GPA Does—and Does Not Create
A. The Agency Relationship
A GPA creates a principal–agent relationship governed by Chapter X of the Indian Contract Act, 1872, and the Powers of Attorney Act, 1882. The attorney holder may manage the property, appear before authorities, execute specified documents, or collect consideration — but strictly within the four corners of the authority granted. The Supreme Court in State of Rajasthan v. Basant Nahata described the relationship in fiduciary terms: the donee “acts in place of the donor”, cannot use the instrument for his own benefit, and remains revocable at the donor’s will unless the power is coupled with interest.
A power of attorney is not an instrument of transfer in regard to any right, title or interest in an immovable property… It is revocable or terminable at any time unless it is made irrevocable in a manner known to law. Even an irrevocable attorney does not have the effect of transferring title to the grantee.
— State of Rajasthan v. Basant Nahata, (2005) 12 SCC 77
B. The GPA/SA/Will Pattern Rejected by Suraj Lamp
The composite arrangement long common in Indian practice — an agreement to sell, coupled with a GPA and a will, in lieu of a registered sale deed — was examined and rejected by a three-judge bench in Suraj Lamp & Industries (P) Ltd. (2) v. State of Haryana, following its own 2009 referral order in the same matter. The Court held that both descriptions, “GPA sales” and “SA/GPA/Will transfers”, are misnomers: there can be no sale by execution of a power of attorney, nor a transfer by execution of an agreement of sale, a power of attorney, and a will read together. Immovable property, above the statutory threshold, passes only by a registered deed of conveyance.
III. Section 202, Irrevocability, and the 2025 Clarification
Section 202 of the Contract Act shields an agency “coupled with interest” from unilateral revocation, and such an agency ordinarily survives the principal’s death to the extent needed to protect that interest. Parties frequently rely on this provision and on the word “irrevocable” inserted into the GPA itself to argue that the document should be treated as securing a proprietary interest. The Supreme Court’s 2025 decision in M. S. Ananthamurthy v. J. Manjula supplies the most authoritative recent guidance on where that argument fails.
On the facts, a GPA executed in 1986 and styled “irrevocable”, together with a contemporaneous unregistered agreement to sell, was invoked by the attorney holder’s heir decades after the principal’s death in 1997. The Court held that the label “irrevocable” is not self-executing: whether Section 202 is attracted depends on whether the documents, read together, actually vest a specific, legally identifiable interest in the agent — not merely a promise of future consideration or possession. Absent that, Section 201 applies by default, and the agency terminates on the principal’s death, so that any act done thereafter (here, a sale by the GPA holder to her own son) cannot bind the estate.
Therefore, the essentials of Section 202 of the Contract Act are, first, there shall be a relationship in the capacity of ‘principal and agent’ between the parties… If both the conditions are fulfilled, the agency becomes irrevocable and cannot be terminated unilaterally at the behest of the principal.
— M. S. Ananthamurthy & Anr. v. J. Manjula & Ors., 2025 INSC 273, per Pardiwala, J.
IV. Possession Under Section 53-A: A Shield, Not a Sword
Two decisions mark the outer edge of what part performance can achieve in the absence of a registered deed. In Rambhau Namdeo Gajre v. Narayan Bapuji Dhotra, the Court held that Section 53-A protection operates only as a shield against the transferor who put the transferee in possession—it does not vest ownership and cannot be pressed into service against a stranger to that contract. In Ghanshyam v. Yogendra Rathi, decided in 2023, the Court applied the same principle in the opposite direction: a purchaser who had paid full consideration, taken possession, and held a GPA and a will (but no sale deed) still could not claim title — yet, because he had performed his part of the contract and remained lawfully in possession, he held a possessory title enforceable against the very person who had put him there, sufficient to found a decree for eviction of a subsequent occupant claiming under that transferor.
Legally an agreement to sell may not be regarded as a transaction of sale or a document transferring the proprietary rights in an immovable property, but the prospective purchaser, having performed his part of the contract and lawfully in possession, acquires possessory title, which is liable to be protected in view of Section 53-A…
— Ghanshyam v. Yogendra Rathi, Civil Appeal Nos. 7527-7528 of 2012 (02.06.2023)
Read together, Rambhau Gajre and Ghanshyam mark the boundary precisely: Section 53-A converts possession into a defensive, relative right against one’s own transferor. It never converts a GPA-and-agreement bundle into ownership, and it is worthless against anyone outside that privity.
V. Effect of the Principal’s Death
As a default rule under Section 201 of the Contract Act, agency terminates on the death of the principal. Where the GPA is not coupled with a genuine, identifiable interest under Section 202, any act performed by the attorney holder after that date—including execution of a further sale deed—does not bind the principal’s estate or legal heirs. This is squarely the holding in M. S. Ananthamurthy and is of direct practical importance wherever an old GPA is produced years, or decades, after the fact to support a claim of title.
VI. Practical Guidance for Buyers and Drafters
Due-Diligence Checklist Before Relying on Any GPA-Linked Transaction
- Verify the complete chain of title from the root document, not merely the GPA and the last transaction.
- Confirm that the principal was alive and competent when each act under the GPA was performed.
- Ascertain whether the GPA is genuinely coupled with interest under Section 202 ICA or merely labelled “irrevocable”.
- Insist on a registered conveyance (sale deed, gift deed, or other recognised instrument) as the operative document of transfer — never the GPA itself.
- Check encumbrance certificates, mutation entries, possession, and stamp-duty compliance independently of the GPA paperwork.
- Where an agreement to sell with possession is relied upon, treat Section 53-A as protection against the named transferor only, not as proof of ownership against the world.
VII. Conclusion
A general power of attorney remains a legitimate and useful instrument of management and representation. What it is not, and has never been, under Indian law, is a conveyance. From Narandas Karsondas in 1977 through the Suraj Lamp line to the Supreme Court’s 2025 decision in M. S. Ananthamurthy, the position has been stated with increasing precision but has not changed in substance: ownership of immovable property above the statutory threshold passes only through a registered instrument executed in accordance with Section 54 of the Transfer of Property Act and Section 17 of the Registration Act. A prudent advocate treats the GPA as ancillary authority — never as title.
Citation Table
| Case | Citation | Legal Principle |
|---|---|---|
| Suraj Lamp & Industries (P) Ltd. v. State of Haryana (I) | (2009) 7 SCC 363 | Two-judge bench referral order flagging the ill-effects of SA/GPA/Will transactions. |
| Suraj Lamp & Industries (P) Ltd. (2) v. State of Haryana | (2012) 1 SCC 656 | Clarificatory judgement; GPA/SA/Will transfers are not valid modes of conveyance; only a registered deed passes title. |
| Narandas Karsondas v. S.A. Kamtam & Anr. | (1977) 3 SCC 247 / AIR 1977 SC 774 | A contract of sale creates no interest in or charge on immovable property; title passes only on registration. |
| State of Rajasthan v. Basant Nahata | (2005) 12 SCC 77 | A power of attorney is an agency, not a conveyance; it is revocable unless coupled with interest; even an irrevocable POA does not transfer title. |
| Rambhau Namdeo Gajre v. Narayan Bapuji Dhotra | (2004) 8 SCC 614 | Section 53-A protection is a shield against the transferor alone; it does not vest ownership or bind third parties. |
| Ghanshyam v. Yogendra Rathi | Civil Appeal Nos. 7527-7528 of 2012, judgement dated 02.06.2023; (2023) SCC OnLine SC 725; 2023 INSC 575. | A GPA/agreement-to-sell/Will bundle confers no title, but part-performance under Section 53-A can yield a protectable possessory title against the transferor. |
| M. S. Ananthamurthy & Anr. v. J. Manjula & Ors. | Civil Appeal Nos. 3266-3267 of 2025 (2025 INSC 273), judgement dated 27.02.2025; 2025 INSC 273 | An “irrevocable” label alone does not satisfy Section 202 ICA; the interest must be real and specific; agency ends on the principal’s death absent such interest. |
Statutory Provisions Cited
- Transfer of Property Act, 1882 — Section 54, Section 53-A
- Registration Act, 1908 — Section 17
- Indian Contract Act, 1872 — Section 201, Section 202
- Powers of Attorney Act, 1882
Written By: Inder Chand Jain
Ph no: 8279945021, Email: [email protected]
