## Regulation of Issue and Transfer of Securities — Section 24

### The administrative split

Section 24 answers a single question: for matters in Chapters III (Prospectus & Allotment) and IV (Share Capital & Debentures), who is the administering authority — SEBI or the Central Government / NCLT / ROC?

### The rule

Subject matter	Administered by
Issue or transfer of securities, or non-payment of dividend by — (a) Listed companies, or (b) companies that intend to get listed on an RSE in India	Securities and Exchange Board of India (SEBI)
All other matters (e.g., redemption of securities)	Central Government, NCLT or ROC, as the case may be

### Why the split exists

SEBI was set up to regulate the securities market and protect investors. Matters that affect the trading public — issues, transfers, dividends to public investors — naturally fall to SEBI. Internal corporate matters that do not involve the trading public (like redemption) stay with the Companies Act authorities (CG/NCLT/ROC).

Worked example

### Example 1

Example 1: A listed company is alleged to have made misleading statements in its IPO prospectus. Administration of this matter (under Chapter III) falls under SEBI because the issue concerns securities of a listed company.

### Example 2

Example 2: A listed company redeems its preference shares. Redemption is not within the 'issue/transfer/non-payment of dividend' bucket, so administration is by the CG/NCLT/ROC, not SEBI.

⚠️ Common exam mistakes

Assuming SEBI administers ALL matters relating to listed companies — only issue, transfer of securities, and non-payment of dividend fall to SEBI under Section 24.
Forgetting that an unlisted company that merely INTENDS to list is also under SEBI's administration for these matters.

Bare-Act text Section 24 · Companies Act, 2013 · click to expand

The provisions contained in this Chapter, Chapter IV and in section 127 shall, in so far as they relate to (a) issue and transfer of securities; and (b) non-payment of dividend, by listed companies or those companies which intend to get their securities listed on any recognised stock exchange in India, except as provided under this Act, be administered by the Securities and Exchange Board.

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Regulation of Issue and Transfer of Securities [Section 24]

Worked example

⚠️ Common exam mistakes