Regulation 28 of LODR
(1) The provisions contained in this Chapter, Chapter IV and in section 127 shall,—
(a) in so far as they relate to —
(i) issue and transfer of securities2(81) Securities means the securities as defined in clause (h) of section 2 of the Securities Contracts (Regulation) Act, 1956 (42 of 1956); and
(ii) non-payment of dividend,
by listed companies or those companies which intend to get their securities listed on any recognised stock exchange2(73) Recognised stock exchange means a recognised stock exchange as defined in clause(f) of section 2 of the Securities Contracts (Regulation) Act, 1956 (42 of 1956) in India, except as provided under this Act, be administered by the Securities and Exchange Board2(82) Securities and Exchange Board means the Securities and Exchange Board of India established under section 3 of the Securities and Exchange Board of India Act, 1992 (15 of 1992) by making regulations in this behalf;
(b) in any other case, be administered by the Central Government.
Explanation.—For the removal of doubts, it is hereby declared that all powers relating to all other matters relating to prospectus2(70) Prospectus means any document described or issued as a prospectus and includes a red herring prospectus referred to in section 32 or shelf prospectus referred to in section 31 or any notice, circular, advertisement or other document inviting offers from the public for the subscription or purchase of any securities of a body corporate, return of allotment, redemption of preference shares2(84) Share means a share in the share capital of a company and includes stock and any other matter specifically provided in this Act, shall be exercised by the Central Government, the TribunalUntil Tribunal (NCLT) is setup, Company Law Board shall exercise power under this section vide notification S.O. 1459(E). To view the notification,Click Here or the Registrar2(75) Registrar means a Registrar, an Additional Registrar, a Joint Registrar, a Deputy Registrar or an Assistant Registrar, having the duty of registering companies and discharging various functions under this Act , as the case may be.
(2) The Securities and Exchange Board shall, in respect of matters specified in sub-section (1) and the matters delegated to it under proviso to sub-section (1) of section 458, exercise the powers conferred upon it under sub-sections (1), (2A), (3) and (4) of section 11, sections 11A, 11B and 11D of the Securities and Exchange Board of India Act, 1992 (15 of 1992).