BSEC Compliance in Bangladesh 2026: Governance, Disclosure, Dividends and Enforcement for Listed Companies

BSEC compliance Bangladesh in 2026: what listed companies owe the regulator

BSEC compliance Bangladesh boards deal with in 2026 looks very different from the light-touch regime many directors remember. The Bangladesh Securities and Exchange Commission is enforcing the 2018 corporate governance code more strictly, policing the 2 per cent and 30 per cent shareholding rules, fining individual directors over unpaid dividends, refusing stock dividends where audit opinions are qualified and penalising insiders who trade in the blackout period. A new set of Corporate Governance Rules is in draft. For a listed company, the cost of a missed filing is now measured in personal fines on named officers, a downgrade to the Z category and a regulator that reconstitutes boards.

This guide covers ongoing obligations after listing: the Corporate Governance Code 2018 and the draft 2026 rules, price-sensitive information and the insider trading rules, director shareholding, related party transactions, dividends, AGMs, the approvals a listed company still needs, and the enforcement powers under the Securities and Exchange Ordinance 1969. The route to listing itself is covered in our separate guide to the IPO process in Bangladesh, and the wider statutory map in our guide to securities law in Bangladesh.

Summary: A listed company in Bangladesh must comply with the BSEC Corporate Governance Code 2018 on a mandatory basis, disclose price-sensitive information promptly under the 2022 insider trading rules, keep sponsor and director holdings at or above the 2 per cent individual and 30 per cent collective thresholds, disclose related party transactions, fund and pay dividends on strict timelines, and hold its AGM on time. The Commission can enquire, direct, fine and prosecute under the Securities and Exchange Ordinance 1969, and it now routinely fines directors personally.

Key point: The Corporate Governance Code 2018 is a "comply" code, not "comply or explain". At its 13 October 2026 meeting the Commission decided to amend its dividend directive so that a cash dividend cannot be proposed at an AGM unless the full amount has been deposited in a separate account at least one day before the meeting, and warned of strict legal action against defaulters.

At a glance

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Table of Contents

What BSEC compliance Bangladesh law requires after listing

Listing is the beginning of a company's relationship with the regulator, not the end of it. Once shares trade on the Dhaka or Chittagong Stock Exchange, the issuer moves into a continuous regime of governance, disclosure and conduct rules. Most of those rules are not in a single statute. They sit in the Securities and Exchange Ordinance 1969, in Commission notifications, directives and rules made under it, in the exchanges' listing regulations and in the Companies Act 1994, which still governs meetings, directors and accounts.[1] [2]

The legal hook for much of the regime is section 2CC of the Ordinance. It allows the Commission to attach conditions, from time to time, to any consent or recognition it grants, notwithstanding other laws, contracts or a company's articles.[1] Because every listed company's securities were issued with Commission consent, conditions imposed under section 2CC, including the corporate governance code, bind the company for as long as it remains listed.

Who carries the obligations

The issuer is the primary obligor, but the regime increasingly targets individuals. The chairman, managing director, chief financial officer and company secretary sign certifications, and the Commission's recent orders name and fine them personally. Sponsors and directors carry their own shareholding and trading obligations. Independent directors, audit committee members and the professional who issues the annual governance compliance certificate each have defined roles. A practical BSEC compliance Bangladesh programme therefore maps every obligation to a named person, not just to the company.

Where the regulator stands in 2026

The Commission, now chaired by Masud Khan, has made governance a visible priority.[8] It published draft Corporate Governance Rules in May 2026, relaxed one obstacle to capital raising for companies with regulator-reconstituted boards in the same month, and in October 2026 tightened the dividend deposit rules while easing independent director reappointments.[4] [7] [8] The statutory amendments of 2026 to the Commission's own constitution are covered in our securities law guide.

The Corporate Governance Code 2018

The current code was issued by notification No. SEC/CMRRCD/2006-158/207/Admin/80 dated 3 June 2018 under section 2CC, repealing the 2012 notification it replaced. It applies on a comply basis: the company must comply, and report its compliance, rather than explain departures.[3] The Commission first issued corporate governance guidelines in 2006, so the 2018 code is the product of more than a decade of revision.[5]

Board composition and independent directors

The board must have between five and twenty directors. At least one-fifth must be independent directors, with fractions rounded up, and the code sets ten eligibility tests covering shareholding below 1 per cent, prior executive service, audit-firm links and other relationships.[3] Independent directors are appointed by the board and approved by shareholders at the AGM, a vacancy may not last more than 90 days, and the tenure is three years, extendable for one further tenure only.[3]

An independent director must have at least ten years of experience in one of the qualifying fields, and the qualification or experience requirements may be relaxed only with the Commission's prior approval.[3] In October 2026 the Commission simplified this: reappointing an existing independent director now needs only an updated clean Credit Information Bureau report, and a waiver already granted carries over to reappointments and to appointments at other listed companies without fresh approval.[8]

Chairman, chief executive and key officers

The chairperson and the managing director or chief executive must be different individuals, the chair must be chosen from the non-executive directors, and the chief executive of a listed company cannot hold the same post in another listed company.[3] The code also requires a chief financial officer, a head of internal audit and compliance and a company secretary, who must be different individuals. The chief executive and chief financial officer certify the financial statements, and the certification is disclosed in the annual report.[3]

Audit committee and nomination and remuneration committee

Every board must have at least an audit committee and a nomination and remuneration committee.[3] The audit committee has at least three non-executive members including an independent director, is chaired by an independent director, includes at least one member with an accounting or financial management background and ten years' experience, and meets at least four times a year.[3] The nomination and remuneration committee also has at least three non-executive members, is chaired by an independent director and meets at least once a year.[3]

Subsidiaries, auditors and the compliance certificate

At least one independent director of the holding company must sit on the board of a subsidiary, and the holding company's audit committee reviews the subsidiary's investments.[3] The statutory auditor may not provide listed non-audit services such as valuation, book-keeping or internal audit, and audit personnel and their families may not hold shares in the client during the engagement.[3] Each year a practising chartered accountant, cost and management accountant or chartered secretary, other than the statutory auditor and appointed by shareholders at the AGM, must certify compliance, and the certificate is published in the annual report.[3]

That certificate is where BSEC compliance Bangladesh failures usually surface first. An independent director vacancy left open, an audit committee that met three times, or a chief financial officer who also acts as company secretary will appear in the compliance status schedule. Treat the certifier's draft as an early warning, not a formality.

The draft Corporate Governance Rules 2026

The 2018 code is due to be replaced. In May 2026 the Commission published the draft Bangladesh Securities and Exchange Commission (Corporate Governance) Rules 2026 and invited public comments before finalising and enforcing them.[4] At a Dhaka roundtable reported on 1 October 2026 the rules were still described as proposed, stakeholders urged a phased rollout, and a commissioner said the Commission aimed to finalise the framework within the year.[5] As at 20 October 2026, we have not seen a gazetted final text, so the 2018 code remains the operative standard.

What would change

The draft keeps a board of five to twenty but would require at least one female director and raise the independent element to at least three directors or one-third of the board, whichever is higher, against the current one-fifth.[4] It would raise independent director experience to twelve years, or eight years for women, keep three-year terms renewable once and lengthen the cooling-off period to three years.[4] [5] One person could sit on at most three listed company boards as an independent director, down from five, and training would become mandatory.[5]

The draft also writes the shareholding floors into the rules themselves, requiring sponsors, promoters and directors to hold at least 30 per cent jointly and each non-executive director at least 2 per cent.[4] It adds a risk management committee, formal ESG disclosure in the annual report and in management's discussion and analysis, and an expanded directors' report covering related party transactions, IPO fund utilisation and dividend policy. Compliance certificates would come from a chartered secretaries firm, and companies would need regular AGMs and at least a 10 per cent dividend before undertaking CSR spending.[4]

How to prepare now

Boards should not wait for the gazette. The changes most likely to need lead time are recruiting additional independent directors, finding a qualified female director, replacing independent directors who would exceed the new board-seat cap, and building ESG data. Our guide to corporate governance and directors' duties in Bangladesh covers the company law duties that sit alongside these rules.

Director and sponsor shareholding: the 2 per cent and 30 per cent rules

Since a Commission circular of 22 November 2011, each director of a listed company, other than an independent director, must individually hold at least 2 per cent of paid-up capital, and sponsors and directors must jointly hold at least 30 per cent.[6] The rule was poorly enforced for nearly a decade. In 2020 the Commission took its first punitive step by removing directors who failed the individual 2 per cent requirement, and compliance with the joint 30 per cent requirement has remained uneven.[6]

Board reconstitution for persistent breach

In May 2025 the Commission decided to act against 44 listed companies whose sponsors and directors had not raised their combined stake to 30 per cent after being told to do so, by appointing independent directors to their boards under the Corporate Governance Code.[6] The message for sponsors is plain: a shortfall that persists after a Commission warning can cost the family or group control of the board.

The May 2026 capital-raising relief

The 30 per cent rule has also operated as a gate on capital raising. At its 1013th meeting on 12 May 2026 the Commission decided that, where a company's board has been reconstituted by the regulator and the reconstituted board's combined holding is below 30 per cent, the shortfall will no longer block a capital increase, including rights and bonus issues, with formal notifications to follow.[7] The relief is narrow. It helps companies already under regulatory boards. It does not relax the rule for a company whose own sponsors are in breach.

Managing holdings in practice

Sponsors and directors should monitor dilution from rights and bonus issues, pledges that could be enforced and transfers between family members, each of which can push a holding below the floor. Holdings above 10 per cent also trigger beneficial ownership returns under section 12 of the Ordinance.[1] Any sale by a sponsor or director should be planned around both the floors and the trading restrictions discussed below.

Price-sensitive information and the insider trading rules 2022

Disclosure is the core of BSEC compliance Bangladesh practice. Listed companies must identify and publish price-sensitive information under the Bangladesh Securities and Exchange Commission (Prohibition of Insider Trading) Rules 2022 and the exchanges' listing regulations. Each company must have its own written policy on material and price-sensitive information, and the filing deadlines and publication channels are set out in our securities law guide. This section focuses on what goes wrong in practice.

What counts as price-sensitive

Typical price-sensitive events include financial results, dividend decisions, changes in capital structure, mergers and restructurings, major contracts, expansions, production stoppages and changes of key officers. The test is practical: would a reasonable investor regard the information as likely to move the price? When the answer is uncertain, disclose. A production shutdown that is not announced, or a major related party contract buried in the notes to the accounts, is a disclosure failure even if the audited figures are eventually correct.

Blackout periods and insiders

The Commission enforces the blackout period strictly, and it treats ordinary employees as insiders. In orders issued on 11 October 2026 it fined a VAT in-charge at Rahima Food Tk 10 lakh for insider trading after he and his wife traded during the blackout period that ran from 1 May 2025 until adoption of the FY25 audited financial statements, rejecting his plea that he was unaware of the rules as a general employee.[12] In the same set of orders an investor was fined Tk 10 lakh for a wash trade between two of his own accounts, under the Ordinance.[12]

Market abuse provisions behind the rules

Section 17 of the Ordinance prohibits fraudulent devices, untrue statements and manipulative practices in connection with securities, and section 24 makes a contravention punishable with imprisonment of up to five years, a fine of at least Tk 5 lakh, or both.[1] Where the offender is a company, every director and responsible officer is deemed guilty unless they prove lack of knowledge or due diligence.[1] A company policy that is adopted but not trained, monitored or enforced will not provide that defence.

Related party transactions

Related party transactions are the area where minority shareholders are most exposed and where the Commission is now looking hardest. The 2018 code requires the directors' report to include a detailed discussion of related party transactions with a statement of the amount, the nature of the related party, the nature of the transaction and its basis.[3] The audit committee must review a statement of all related party transactions submitted by management, and the shareholding pattern disclosure covers parent, subsidiary, associated companies and other related parties by name.[3]

An enforcement example

The March 2026 action against Index Agro Industries shows how a related party failure is built into a case. The Commission found that a Tk 2 crore transaction with Index Construction, whose board included the listed company's chairman and managing director, was left out of the audited financial statements for the year ended 30 June 2022, and that the statutory auditor had reported no related party transactions.[14] It also questioned procurement where alternative quotations exceeded the related party's price, and fined the managing director Tk 5 lakh and the chief financial officer and company secretary Tk 1 lakh each.[14]

Controls that work

For BSEC compliance Bangladesh purposes, a defensible process starts with a maintained register of related parties, including entities where directors and their close family hold board seats or significant interests. Each transaction should be priced against independent quotations, approved by directors without a conflict, reviewed by the audit committee and disclosed in the accounts and the directors' report. For group restructurings and schemes involving related parties, the 2026 draft restructuring rules and the High Court process are covered in our guide to merger procedure in Bangladesh.

Dividend rules for listed companies

Dividends have become the single most enforced area of BSEC compliance Bangladesh companies face. The rules govern when cash must be set aside, how fast it must reach shareholders, and when a stock dividend needs the Commission's consent.

Funding the dividend before the AGM

A company proposing an annual cash dividend must place the full declared amount in a separate dividend bank account at least one day before the AGM, obtain a bank certificate countersigned by the managing director, chief financial officer and company secretary, and submit it to the exchanges before presenting it to shareholders.[8] On 13 October 2026 the Commission decided to amend its directive to bar a dividend proposal at the AGM unless these steps are complete, and to take strict legal action against companies that fail to make the deposit.[8]

Paying within 30 days

An approved cash dividend must be paid within 30 days of AGM approval. In February 2025 the Dhaka Stock Exchange, following a Commission directive, moved three companies to the Z category for failing to distribute approved dividends on time or to file dividend compliance reports, and late payers may face a fine of Tk 5,000 per day.[10] The Commission's May 2026 order against Fortune Shoes went further: the chairman was fined Tk 5 crore, three current and former directors and the managing director Tk 50 lakh each, and the chief financial officer and two company secretaries smaller sums, over Tk 3.98 crore of unpaid FY22 cash dividend and unpaid listing fees.[13]

Stock dividends need care

Under a Commission notification of 3 October 2022, prior approval is required for a stock dividend where, among other cases, the company has been listed for less than three years or has not fully used its IPO proceeds, issued rights shares in the last three years without fully using the funds, failed to declare a 10 per cent cash dividend for two consecutive years, or has been non-operational for at least a year.[9] In December 2025 the Commission rejected stock dividends proposed by Himadri and Kay and Que for insufficient retained earnings and qualified audit opinions, and a senior official said the Commission was no longer inclined to approve dividends where audit qualifications point to financial mismatches.[9]

The code adds a disclosure layer. The directors' report must explain why no dividend, cash or stock, was declared for the year, and must state that no bonus share or stock dividend has been or will be declared as an interim dividend.[3]

AGM requirements and the Z category

Section 81 of the Companies Act 1994 requires every company to hold an AGM in each calendar year, with no more than fifteen months between one AGM and the next, and allows the first AGM to be held within eighteen months of incorporation.[2] The Registrar may extend the time for an AGM other than the first by up to 90 days or to 31 December of the year, whichever is earlier, on an application made within 30 days after the deadline. A member may apply to the court for an order calling the meeting, and section 82 imposes fines on the company and responsible officers for default.[2]

Why the market consequence matters more

For a listed company, the company law fine is minor next to the market consequence. Under the Commission's directive of May 2024, a company is placed in the Z category if it fails to hold an AGM, fails to declare any dividend for two consecutive years, remains closed for six months, has negative retained earnings exceeding paid-up capital, or fails to pay 80 per cent of a declared dividend on time.[11] A company facing litigation over its AGM gets up to two years before it is downgraded.[11]

Z status is more than a label. Sponsors and directors of Z category companies, other than banks, insurers and non-bank financial institutions, cannot trade the company's shares without the Commission's prior approval, and a company can move back out of the category by declaring and paying interim cash dividends justified by its profits.[11] By February 2025 the number of Z category companies had reached 94 of roughly 400 listed companies.[10]

Periodic reporting

The annual report that goes to the AGM must carry the governance compliance certificate, the chief executive and chief financial officer certification and the directors' report items required by the code.[3] Quarterly and annual filing deadlines under the securities rules and the listing regulations run alongside the AGM timetable, and companies that stop filing are a frequent target of Commission enforcement. Late or missing reports are among the most visible BSEC compliance Bangladesh failures, because the exchanges see them immediately.

BSEC approvals a listed company still needs

Listing does not end the need for Commission consent. Several routine corporate actions of a listed company require approval, an exemption or a filing that the Commission can query. Building these into the transaction timetable is part of BSEC compliance Bangladesh work.

• Further issues of capital. Rights issues and other capital increases require Commission consent under the applicable rules, and the 30 per cent shareholding rule can block them unless the May 2026 relief applies.[7]
• Stock dividends. Prior approval is needed in the cases set out in the October 2022 notification.[9]
• Independent director waivers. Relaxation of qualification or experience requirements needs the Commission's prior approval, although waivers now carry over to reappointments.[3] [8]
• Sponsor and director trades in Z category companies. These need prior approval under the May 2024 directive.[11]
• Mergers, demergers and schemes. These involve the Commission and the exchanges alongside the High Court Division; see our merger procedure guide.
• New listings and public offers. These follow the Public Offer of Equity Securities Rules 2025; see our IPO process guide.

Making an approval application work

Applications succeed when they anticipate the Commission's questions. That means current audited accounts without unresolved qualifications, a clean record on dividend payment and filings, evidence that previous capital raised has been used as disclosed, board and shareholder resolutions in the right form, and a compliance status that does not invite a condition under section 2CC. A company with outstanding breaches should expect the Commission to use the application as leverage to require them to be fixed first.

BSEC regulatory enforcement and penalties

The enforcement toolkit sits mainly in the Securities and Exchange Ordinance 1969, while the Bangladesh Securities and Exchange Commission Act 1993 constitutes the Commission and sets its functions. Understanding the sequence matters, because the early stages decide most outcomes.

Enquiry and inspection

Under section 21 the Commission may order an enquiry into the affairs of a listed issuer, its directors and officers or any person, on its own motion or on a representation from holders of at least 5 per cent of the equity. The enquiry officer may enter premises, inspect and seize books and documents and examine people on oath with the powers of a civil court, and may obtain bank records after informing Bangladesh Bank.[1] Proceedings are treated as judicial proceedings for the purposes of the Penal Code offences on false evidence and insulting a public servant, and the Commission may recover the enquiry's costs.[1]

Directions and administrative penalties

Section 20A empowers the Commission, notwithstanding any other law, to issue written directions to issuers, investors, exchanges, intermediaries and any person associated with the capital market where it considers this necessary for investor protection or market development.[1] Under section 22, after a hearing, it may impose a penalty of not less than Tk 1 lakh for wilful failure to furnish documents or information, to obey an order or direction, or to comply with the Ordinance, with a further Tk 10,000 for each day a default continues. The amount is recoverable as an arrear of land revenue.[1]

Criminal prosecution and the Special Tribunal

A court may take cognisance of an offence under the Ordinance only on a written report by an officer authorised by the Commission, and no court below a Court of Session may try it.[1] Section 25B, inserted in 2012, allows the government to establish Special Tribunals presided over by a Sessions or Additional Sessions Judge. A person penalised under section 22 cannot be prosecuted on the same facts.[1]

Challenging a penalty

Section 22A bars a suit challenging a penalty order unless 15 per cent of the penalty is first deposited with the Commission.[1] That deposit, which can be substantial when fines run into crores, is a reason to engage seriously at the hearing stage rather than relying on a later court challenge.

Recent BSEC enforcement actions, 2025 to 2026

The pattern of recent orders shows where the Commission is focused and how it treats defences.

• Shareholding floors. May 2025 decision to appoint independent directors to 44 companies in breach of the 30 per cent rule.[6]
• Dividend defaults. February 2025 Z category downgrades for late dividend distribution, and the May 2026 Fortune Shoes order fining the chairman Tk 5 crore.[10] [13]
• Stock dividend refusals. December 2025 rejections of Himadri and Kay and Que over retained earnings and qualified audit opinions.[9]
• Related party non-disclosure. March 2026 penalties on Index Agro's managing director, chief financial officer and company secretary.[14]
• Insider trading and wash trades. October 2026 fines in Rahima Food shares, including against an employee who traded in the blackout period.[12]

What the orders teach

Three themes run through these decisions. First, ignorance of the rules is not a defence, whether pleaded by an employee or a director. Second, the Commission fines individuals by role, so the company secretary and chief financial officer are exposed alongside the chairman. Third, conditional orders are common: in Fortune Shoes the company was given 30 days to clear the unpaid dividends and listing fees, and the individuals seven days to deposit their fines.[13] Aggregate enforcement figures since August 2024 are summarised in our securities law guide.

Building a BSEC compliance Bangladesh programme

A compliance programme for a listed company does not need to be elaborate, but it must be owned, calendared and evidenced. The steps below reflect what the Commission's recent orders show it expects.

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Common mistakes to avoid

• Treating the governance code as "comply or explain" and leaving vacancies or dual roles unresolved.
• Declaring a cash dividend before the funds are in the separate account, or paying after 30 days.
• Assuming a stock dividend is exempt from approval without checking the October 2022 criteria and the audit opinion.
• Letting a director's holding drift below 2 per cent through dilution or an enforced pledge.
• Recording related party contracts in the accounts but not in the directors' report, or not at all.
• Failing to circulate blackout dates to all staff with access to results, not only to directors.
• Responding to a show-cause notice late or without documents, then facing a 15 per cent deposit to challenge the penalty in court.

Who does what: regulators and governance roles

BSEC compliance Bangladesh work involves several bodies and internal functions, each with its own role.

How a BSEC lawyer helps listed companies

Securities regulation in Bangladesh is written in a mix of statute, notifications, directives and press-released Commission decisions that are later formalised. Specialist BSEC compliance Bangladesh counsel adds value by tracking which decisions are in force, interpreting them against the company's facts and building the evidence trail the Commission expects to see.

Advisory and approvals

TRW advises listed companies, sponsors and boards on governance code compliance and the transition to the 2026 rules, independent director appointments and waivers, shareholding restructuring to meet the 2 per cent and 30 per cent floors, dividend structuring and stock dividend approvals, related party transaction approval and disclosure, and Commission consents for capital raising. On transactions, we coordinate the Commission, exchange and court workstreams for listed company schemes.

Enquiries, hearings and disputes

Where the Commission opens an enquiry or issues a show-cause notice, we manage document production, prepare written explanations and represent directors and officers at hearings, with a view to resolving the matter before a penalty order or prosecution report. Where a penalty is imposed, we advise on review, the section 22A deposit and writ or civil challenges. Our capital markets practice and corporate governance and compliance practice work together on these matters.

What to watch for the rest of 2026

The finalisation of the Corporate Governance Rules 2026 is the most important pending change, and a phased implementation is likely given stakeholder pressure.[5] The amended dividend directive following the 13 October 2026 decision, and the notifications implementing the May 2026 capital-raising relief, should also be watched closely.[7] [8] Each will change the BSEC compliance Bangladesh calendar for the next AGM season.

If your company is preparing for an AGM, planning a capital raise or responding to a Commission query, an early review of governance, shareholding and dividend compliance is the most cost-effective step. Contact TRW to discuss your position.

Frequently asked questions

Is the BSEC Corporate Governance Code 2018 mandatory for listed companies?

Yes. It was issued under section 2CC of the Securities and Exchange Ordinance 1969 on a comply basis, so listed companies must comply rather than explain departures, and must publish an annual compliance certificate.[3]

Have the BSEC Corporate Governance Rules 2026 come into force?

Not as at 20 October 2026, so far as we have seen. The draft was published for comment in May 2026 and was still described as proposed on 1 October 2026, with the Commission aiming to finalise it within the year.[4] [5]

How many independent directors must a listed company have?

Under the 2018 code, at least one-fifth of the board, rounded up. The 2026 draft would raise this to at least three or one-third of the board, whichever is higher.[3] [4]

What are the 2 per cent and 30 per cent shareholding rules?

Since November 2011, each director other than an independent director must hold at least 2 per cent of paid-up capital, and sponsors and directors together at least 30 per cent. Persistent breach can lead the Commission to appoint independent directors to the board.[6]

When must a listed company deposit and pay a cash dividend?

The full amount must be in a separate dividend account at least one day before the AGM, with a bank certificate filed with the exchanges, and the approved dividend must be paid within 30 days of AGM approval.[8] [10]

Does a stock dividend need BSEC approval?

In specified cases, yes, including where the company has been listed for under three years, has unused IPO or rights proceeds, or has not paid a 10 per cent cash dividend in each of the two preceding years.[9]

What happens if a listed company fails to hold its AGM?

It faces fines under section 82 of the Companies Act 1994 and can be compelled by court order, but the larger consequence is a downgrade to the Z category, which restricts sponsor and director trading.[2] [11]

Can ordinary employees be liable for insider trading?

Yes. In October 2026 the Commission fined a non-board employee of Rahima Food Tk 10 lakh for trading during the blackout period and rejected his plea that he did not know the rules.[12]

What penalties can BSEC impose for non-compliance?

Under section 22 of the Ordinance, a penalty of at least Tk 1 lakh plus Tk 10,000 per day of continuing default. Fraud and manipulation under section 17 carry up to five years' imprisonment, a fine of at least Tk 5 lakh, or both.[1]

Can a BSEC penalty be challenged in court?

Yes, but section 22A of the Ordinance requires 15 per cent of the penalty to be deposited with the Commission before a suit challenging it can proceed.[1]