Section 148 Investments and Securities Act

Section 148 of the Investments and Securities Act 2025 is about Action by Commission in cases of non-compliance. It is under Part XII (Mergers, Take-overs and Corporate Restructuring) of the Act. It provides as follows:

(1) Where any person who is under an obligation to comply with the provisions of this Part, or the rules and regulations made under this Act, contravenes or fails to comply with any such provision or rule, the Commission may in addition to the penalties specified in this Part, take one or more of the following actions —
(a) direct the person in breach to comply with any such provision of this Part, or rules and regulations made under Act;
(b) direct a securities exchange to deprive the person in breach access to the facilities of the securities exchange;

(c) where the person in breach is a listed company, direct the securities exchange to —
(i) suspend trading in the securities of the company,
(ii) suspend the listing of the company, or
(iii) remove from the official list, the company or the class of securities of the company;

(d) where the entity in breach is a company that is not listed, direct any securities exchange to prohibit the listing of any of its securities;
(e) direct a securities exchange to prohibit the person in breach from engaging in transactions to be executed through the use of the facilities of the securities exchange; or

(f) require the person in breach to take such steps as the Commission may direct to remedy the breach or mitigate the effect of such breach, including making restitution to any other person aggrieved by such breach.

(2) Prior to taking any action under subsection (1), the Commission shall —
(a) notify the person in breach of its intention to take action; and
(b) call on the person to show cause within a specified period why action should not be taken by the Commission.

(3) In determining whether or not restitution is to be made by a person in breach under subsection (1)(f), the Commission shall have regard to —
(a) the profits that have accrued to such person in breach; or
(b) whether one or more persons have suffered loss or been otherwise adversely affected as a result of the breach.

(4) Where a person has failed to comply with a penalty imposed by the Commission under subsection (1)(b), the Commission may sue and recover the penalty as a civil debt.

(5) Without prejudice to any other remedy, where the Commission has directed a person in breach to make restitution in the form of monetary payment, and the person in breach fails to pay the restitution, the Commission may sue and recover the restitution as a civil debt due to the persons aggrieved by the breach.

(6) Nothing in this section shall preclude the Commission from taking any of the actions that it is empowered to take under this Act or other applicable securities laws against the person in breach.

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