21. (1) The Commission may, on its own motion or, in the case of the issuer of a listed security, on representation of holders of not less than ¹[five per cent] of equity securities at any time by order in writing, cause an enquiry to be made by any person appointed in this behalf into- (a) the affairs of any Stock Exchange, or of any issuer of a listed security; or (b) the business or any transaction in securities by any member, director or officer of a Stock Exchange or of an issuer, or of a director or an officer thereof, or by any person ²[***]. ³[(2) Where an enquiry under sub-section (1) has been undertaken, every member, director, manager or other officers of the Stock Exchange or the issuer to which or to whose member, director, auditor or officer of the enquiry relates, an insurance company as defined in the Insurance Act, 2010, a bank, a financial institution as defined in the Financial Institutions Act, 1993, and every other person considered by the person conducting the enquiry to be capable of providing information which is, or may be relevant to that enquiry, shall furnish such information as the person conducting the enquiry may require.(2a) Notwithstanding anything contained in any other law for the time being in force in conducting enquiry under sub-section (1), the Commission, keeping the Bangladesh Bank informed, may seek information regarding bank account from any bank, or any financial institution or organization, as the case may be, so far as it relates to the transaction of security.] (3) The person conducting an enquiry under sub-section (1) may, for the purpose of such enquiry, enter into any premises belonging to or in the occupation of the Stock Exchange or the issuer or of the person to whom the enquiry relates, and call for and inspect and seize books of accounts or documents in the possession of any such Stock Exchange, issuer or person. (4) The person holding an enquiry under sub-section (1) shall, for the purpose of such enquiry have the same powers as are vested in a Court under the Code of Civil Procedure, 1908, when trying a suit, in respect of the following matters, namely:- (a) enforcing the attendance of a person and examining him on oath or affirmation; (b) compelling the production of documents; (c) issuing commissions for the examination of witnesses; and any proceedings before such person shall be deemed to be “judicial proceeding” within the meaning of sections 193 and 228 of the ⁴[* * *] Penal Code (Act XLV of 1860). ⁵[(5) The Commission may recover any expense incurred for an enquiry under this section from the person or the institution against whose affairs, business or transaction, as the case may be, the enquiry was conducted or, where the Commission considers it to be appropriate, from the holders of securities making the representation.]

22. (1) If any person-(a) refuses or fails to furnish any document, paper or information which he is required to furnish by or under this Ordinance; or(b) refuses or fails to comply with any order or direction of the Commission made or issued under this Ordinance; or(c) contravenes or otherwise fails to comply with the provisions of this Ordinance;the Commission may, if it is satisfied after giving the person an opportunity of being heard that the refusal, failure or contravention was wilful, by order direct that such person shall pay to the Commission by way of penalty such sum ⁶[not less than one lakh taka] as may be specified in the order and, in the case of a continuing default, a further sum calculated at the rate of ⁷[ten thousand Taka] for every day after the issue of such order during which the refusal, failure or contravention continues. (2) Any sum directed to be paid under sub-section (1) shall be recoverable as an arrear of land revenue. (3) No prosecution for an offence against this Ordinance shall be instituted in respect of the same facts on which a penalty has been imposed under this section.

⁸[22A. Notwithstanding anything contained in any other law for the time being in force, no legal proceeding before any Court can be brought challenging an order of penalty imposed by the Commission unless an amount of 15% (fifteen percent) of such penalty is deposited in the Commission.]

23. (1) Every contract made in contravention of any provision of this Ordinance or any rule made thereunder shall be voidable as regards the rights of any party to the contract contravening such provision or any person not being a party to the contract who acquires any right under the contract with actual knowledge of the facts by reason of which its making or performance was in such contravention and any person affected by such contract not being himself a party to the contravention may sue to rescind any such contract to the extent it has been consummated, or for damages when rescission is not possible. (2) Any person who makes or causes to be made, in any application, report, or document filed with the Commission or a Stock Exchange pursuant to this Ordinance or any rule made thereunder, any statement which was false or misleading with respect to any material fact, at the time and in the light of the circumstances under which it was made, shall be liable to any person who has purchased or sold a security in reliance on such statement for damages caused by such reliance, without regard to the presence or absence of any contractual relationship between the two, unless the person who made or caused to be made the application, report or document proves that he acted in good faith and had no knowledge or reasonable ground to believe that the statement was false or misleading. (3) Any person who participates in any act or transaction in contravention of section 17 shall be liable to any person who has purchased or sold a security in reliance on such act or transaction for damages caused by such reliance, without regard to the presence or absence of any contractual relationship between the two, unless the person so contravening proves that he acted in good faith and had no knowledge or reasonable ground to believe that there was any fraud, untruth or omission. (4) Every person who directly or indirectly exercises control over the affairs of any person liable under this section shall also be liable to the same extent as the person whose affairs are so controlled, unless he proves that he acted in good faith and did not directly or indirectly induce the act or acts giving rise to the cause of action. (5) Liability under this section shall be joint and several, and every person who becomes liable may recover contribution as in cases of contract from any person who, if joined in the original suit, would have been liable to make the same payment, unless the plaintiff was, and the defendant was not, guilty of fraudulent misrepresentation. (6) No suit for the enforcement of any right or remedy provided for in this section shall lie after the expiry of three years from the date of the accrual of the cause of action. (7) The rights and remedies provided by this Ordinance shall be in addition to any other rights and remedies available under any other law for the time being in force.

24. (1) Whoever contravenes the provisions of section 17 shall be punishable with imprisonment for a term which may extend to ⁹[five years, or with fine ¹⁰[which shall not be less than five lakh taka],] or with both. (2) Where the person guilty of an offence referred to in sub-section (1) is a company or other body corporate, every director, manager or other officer responsible for the conduct of its affairs shall, unless he proves that the offence was committed without his knowledge or that he exercised all diligence to prevent its commission, be deemed to be guilty of the offence.

25. No Court shall take cognizance of any offence punishable under this Ordinance except on a report in writing of the facts constituting the offence by an officer authorised in this behalf by the Commission; and no Court inferior to that of a Court of Session shall try any such offence.

¹¹[25A. Where any person is prosecuted for contravention of any provision of this Ordinance or of any order made thereunder which prohibits him from doing any act without the consent or permission of the authority, the burden of proving that he had not contravened the provision or, as the case may be, the order shall lie on him.]

¹²[25B. (1) For the purpose of this Ordinance, the Government may, by notification in the official gazette, establish one or more Special Tribunal.(2) A Special Tribunal shall consist of a Sessions Judge or Additional Sessions Judge, who shall be appointed by the Government and shall have all the powers conferred by the Code of Criminal Procedure, 1898 (Act No. V of 1898), on a Court of Sessions exercising original jurisdiction.(3) The Court of Sessions may, of its own, or upon an application made by the Commission, transfer at any stage of the trial, any case from his Court to another Special Tribunal. (4) The Special Tribunal shall try the case from such stage wherefrom the case was so transferred.]

26. (1) Any order passed or made under this Ordinance by an officer or authority subordinate to the Commission or exercising powers of the Commission in pursuance of a direction under section 28 shall be subject to revision by the Commission upon application being made by any aggrieved person within ninety days from the date of such order; and the Commission's order in revision shall be final. (2) The Commission may, upon an application being made to it within a period of six months from the date of any order passed by it otherwise than in revision under sub-section (1) or on its own motion, review such order; and the Commission's order in review shall be final.