Subject: Legal Environment of Business

Code: L501
Assignment

MEMORANDUM OF ASSOCIATION
OF
ELITE TEXTILE MILLS LIMITED

Submitted By
Hasibul Hasan Dew (01)
Abrar Mubtaseem (03)
Tauhidur Rahman (10)
Md. Zawad Amin (37)
Sajeed Mahmud Mahee (45)
Section: A
Batch: 62D

Submitted To
Dr. Nakib Muhammad Nasrullah

Professor
Faculty of Law
University of Dhaka

Date of Submission: 27 June, 2020

 THE COMPANIES ACT, 1913
PUBLIC COMPANY LIMITED BY SHARES

MEMORANDUM OF ASSOCIATION
OF
ELITE TEXTILE MILLS LIMITED
 THE COMPANIES ACT, 1913
PUBLIC COMPANY LIMITED BY SHARES

MEMORANDUM OF ASSOCIATION
OF
ELITE TEXTILE MILLS LIMITED

I. The name of the Company is “Elite Textile Mills Limited”.

II. The registered office of the company shall be situated in Bangladesh.
III. The established objects for the company are all the followings:
1. To establish construct and promote textile industries: clothing, spinning, weaving, processing, dyeing,
printing, finishing, knitting and composite textile mills and factory for specialized home furnishing or
other apparels and ready-made garments in Bangladesh and elsewhere and to undertake all other
business in connection therewith. various types of Elite Textile Mills Limited dresses blouses and
frock, suit, blazers and trousers of international standard and designs of export oriented and to buying,
sell, import, export, supply, trading buying agent or any other readymade garments materials.
2. To carry on the business and to buy, sell, export, import, indenting, buying house of manufacturing
and dealing in all types of knitting apparels/garments for gents, ladies and children wear made of
cotton, rayon, silk leather, jute and other fibrous products and the preparation of standard and sizes
and quality, processing, printing, embroidering dying and coloring of any or all of the products
mentioned above of manufacture of textile and specialized textile products.
3. To own, acquire, purchase, build, erect, lease, install, establish, operate and maintain mills, factories
plants, machineries equipment, laboratories, apparatus, and other facilities for the purpose of spinning,
weaving, knitting, manufacturing, bleaching, dyeing, block printing, pressing, cutting, packing and

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 balling cotton, cotton yarn, synthetic thread, rayon, nylon, silk and manufacturing of all products and
by products of cotton textiles and of any other fabric.
4. To enter into any arrangement or agreement with the government or authorities which can be local,
municipal or other bodies, that are conducive to the company’s objects or any of them and to obtain
from any such government of or authority any rights, privileges, and concessions, which the Company
may think it desirable to obtain and to carry out exercise and comply with any such rights,
arrangements, privileges and concessions in exchange of money or share of the company.
5. To set up industries for knitting all and every kinds of hosiery goods and for manufacturing children,
gents, ladies clothing, wearing uniforms and apparels, nature, size and description out of wool,
synthetic fabrics, cotton, silk, artificial silk.
6. To carry on the business of importing, exporting, selling and stocking of garment accessories, Yarns,
hosiery/fabrics, dyes chemicals, parts an spares of machinerirs and any other goods merchandise in
order to run a smooth day to day operation of the business unit.
7. To establish, develop, promote, manage, control and run the manufacturing process of packing
materials, cartoons, and all sorts of accessories and packing materials industry for ready-made
garments industry.
8. To carry on the business of exporting, importing, stocking and selling of garment knit wears, yarns,
hosiery/fabrics, Dyes chemicals, parts and spares of machinery’s and any other goods merchandise on
order to run a smooth day to day operation of the business unit.
9. To carry on the business of manufacturing, production, import, export, and general order suppliers of
all kinds knit wears such as ploy poplin bags, buttons, sewing thread, woven and satin labels, Interring,
zippers, shoulder pads, metal clip, cello tape, tag pin, back board. cottons, plastic hanger, plastic clip.
hand tags and any other raw materials which are used in manufacturing ready-made garments.
10. To establish develop, manage, promote, control and run the manufacturing process of corrugated
cartons packing materials and all sorts of knit wears and packing materials industry for readymade
garments industry.
11. To set up a yarn dyed industry for dying of different yarn, 100% cotton, 100% polyester, Cotton-
Polyester yarn, Viscose, Polyester, Nylon yarn.
12. To take on lease, purchase hire,, build up, manufactures, acquire by purchase or otherwise any lands,
plantations and rights connected with lands, mills, factories plants, machineries, apparatus, dockyards,
buildings work, vessels, boats, barges, launches, lorries, cars, wagons, carts, stock in trade, patentee,

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 inventions, trademarks, rights, privileges movable and immovable properly of any description which
may be deemed necessary or convenient for any business which the company is authorised to carry.
13. To take on lease, let out on hire, pledge, mortgage, sell or otherwise dispose of any part or whole of
the undertaking of the company or shares of interest respectively in such manner and for such
consideration as the company may think fit and in particular for debentures, shares or securities of
other corporation.
14. To draw, make, accept endorse, discount, execute and issue promissory notes, bills of exchange,
cheques and other negotiable or transferable instruments.
15. To appoint managers, distributors, agents, sub-agents and constitute agencies and to establish branch
offices of the company in Bangladesh or in any other country in the world as per requirement.
16. To advance money to such persons on such terms as may seem expedient and in particular to customers
of and to other persons having dealings with the Company.
17. To raise, borrow or secure payment of money in such manner as the company shall determine from
time to time and in particular by the issue of debenture, debenture stock perpetual or otherwise.
Mortgage or any other security charged upon the undertaking of the company or any part of its property
(both in case of present and future) including the uncalled capital and the rights of the company or
with any such security and upon such terms as to priority or otherwise and generally to borrow money
in such manner as may be agreed upon between the lender and to apply the same for all or any of the
purposes of the company and to pay all charges, interest, commissions, fees, premiums, costs, duties,
expenses penalties etc. in respect of or incidental to the loan or the loan transactions and to secure such
payments and performance of all other obligations in all manners that may be require and/ or
considered expedient.
18. To take on lease, purchase, or in exchange or acquire otherwise any movable or immovable property,
patents, licenses, technical, know-how, rights or privileges which the company may think necessary
or convenient for the purpose of its business and to construct, maintain and alter any building or works
necessary or convenient for the purpose of the company.
19. To mortgage the property and assets of the Company as security for loan(s) and/or any credit facility(s)
to be given to any associate Company or companies and/or any 3rd party associate and also to give
guarantee securing liabilities of such associate company or companies and/or third party associate.
20. To enter into contracts agreements or arrangements with government authorities or any corporation,
companies or person in any part of the world and to obtain from any such government or authorities

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 all concessions and privileges that may be deemed conducive to the objects of the company or any of
them.
21. To make, draw, accept, discount, endorse, execute and issue of promissory notes, bill of exchange,
bills of lading and other negotiable or transferable instruments.
22. To borrow or raise money from any bank or financial institution or from any other source and to
secure the payment of money by creation of mortgage or charge or any other manner as the company
may think fit.
23. To pay brokerage or commission to any person or persons in consideration of his or their service to
the company or with affairs of the company and such commission or brokerage can be paid either in
cash or in debenture.
24. To distribute any of this company’s property among the members in specific.
25. To undertake and execute any trust, the undertaking of which may seem to the company desirable and
either gratuitously or otherwise.
26. To establish, run and support research laboratories, institutions, technical training centers and schools,
grant stipends, scholarships for training abroad and to do all such other things which may be calculated
to benefit the company. Subject to the prior approval of the appropriate authority.
27. To deposit and keep deposited the funds of the company in Banks or other places as may think fit by
the company.
28. To open and establish at any place such agency, branch or local office for the management of any
business of the company as may be determined by the company from time to time
29. To amalgamate with any other company, from or body corporate formed registered and established in
Bangladesh or elsewhere having similar objects to those of this company.
30. To do all or any of the above things in any part of the world and either as principal agent, contractor,
trustee or otherwise and either alone or in conjunction with others and by or through sun-contractors,
trustees or otherwise.
31. To do all such other things incidental to or as the company may think conducive to the attainment of
the above objects.
32. To carry out any business in Bangladesh and outside Bangladesh within the legal framework of the
laws and rules of land.
33. To act as agent or representative of any foreign company in Bangladesh or as Regional Representative
for any individual company and/or group of companies.

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34. To enter into partnership or into any agreement for sharing profits, union of interests, joint venture,
cooperation, reciprocal concession or otherwise with any person or company carrying on or engaged
in or about to carry on or engage in any business or transaction which this company is authorized to
carry on or is capable of conducting directly or indirectly to benefit this company and to acquire or
join in acquiring any such business;
35. To undertake and execute any trust or set up any Foundation, the undertaking of which may seem to
the company desirable either gratuitously or otherwise.
36. To do all such other things company may think conducive or incidental to the attainment of the above
objects.
37. To carry out any business in Bangladesh and outside Bangladesh within the legal frame work of the
laws and rules of land.
38. To act as agent or representative of any foreign company in Bangladesh or as Regional Representative
for any individual company and/or group of companies.
39. To enter into any agreement or partnership for sharing profits, cooperation, joint venture, union of
interests, reciprocal concession or otherwise with any company or person carrying on or engaged in
or about to carry on or engage in any business or transaction which this Company is authorized to
carry on or is capable of conducting directly or indirectly to benefit this company and to acquire or
join in acquiring any such business.
40. To undertake and execute any trust or set up any Foundation, the undertaking of which may seem to
the company desirable either gratuitously or otherwise.
41. To enter into any arrangement with any Government or authority, supreme, local Municipal or
otherwise public or quasi-public body that may seem conducive for the attainment of the objects of
the Company or any of them and to obtain from any such Government or authority any rights,
privileges or concession, which the Company considers desirable to obtain and to carry out, exercise
and comply with any such arrangement.
42. To mortgage the property and assets of the company as security for any credit facility(s) and or loan(s)
to be given to any associate company or companies and/or any 3rd party company and also to give
guarantee securing liabilities of such associate company or companies and/or third party Company.
43. To undertake and execute any trust or set up any foundation, the undertaking of which may seem to
the company desirable either gratuitously or otherwise.

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44. To amalgamate, merge or collaborate with any other company or body corporate in Bangladesh or
elsewhere established with objects similar to those for which this Company is established.
45. To set up joint venture projects with foreign or local participation and foreign or local collaboration
technical & vocational training centre consultancy centre, to grow awareness, learning’s, teaching and
practical training for the unskilled working people, as a result develop skill labor, ensure job facilities,
create job opportunities home and abroad and it will be helpful for reducing unemployment.
46. To provide for the welfare of persons in or formerly in the employment of the company and the
dependents of such persons, by grants of money, the establishment of pension schemes, group
insurance schemes and benevolent funds or otherwise; and to subscribe to or otherwise aid charitable,
benevolent, scientific, national or other institutions or objects considered reasonable by the Board of
Directors of the company by reason of the nature or locality of its operations or otherwise as part of
its Corporate Social Responsibility (CSR) activities or otherwise.

IV. The liability of the members is limited.

V. The authorised share capital of the company is Tk.810,00,00,000/- (Taka eight hundred ten crores),
consisting of 50,00,00,000 Ordinary Shares of Taka 10 each amounting to Tk. 500,00,00,000/-
(Taka five hundred crores); and 3,10,00,000 Preference Shares of Tk. 100/-each amounting to Tk.
310,00,00,000 (Taka three hundred ten crores) with power to reduce and increase the capital and
to divide the shares in the capital for the time being into several classes and to attach thereto
respectively any preferential, deferred, qualified, or special rights, privileges or conditions as may
be determined upon by or in accordance with the regulations of the company, and to modify or
abrogate any such rights, privileges or conditions in such manner as may for the time being be
provided by the regulations of the company.

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We, the undersigned persons whose names and addresses are subscribed below, are desirous of
being formed into a Public Limited Company, in pursuance of this Memorandum of Association
and we respectively agree to take up the number of shares in the capital of the Company set
opposite to our respective names:

Name, Address, Number of shares Signature of Name, Address and

description and taken Subscriber Descriptions of
Nationality of the witness
subscribers
1. Hasibul Hasan 500
Dew (Five hundred)

17 Dhanmondi R/A
Road No.1, Dhaka.

Businessman

Bangladeshi
2. Abrar Mubtaseem 250 Karimuzzaman Khan
(Two hundred fifty) Barrister-at Law
26 Dhanmondi R/A Senior Advocate,
Road No.7, Dhaka. Supreme Court of
Bangladesh, Dhaka
Businessman

Bangladeshi

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3. Tauhidur Rahman 250
(Two hundred fifty)

37 Kalabagan , Dhaka.

Businessman

Bangladeshi
4. Md, Zawad Amin 250
(Two hundred fifty)

37 Mirpur 02, Dhaka.

Businessman

Bangladeshi
5. Sajeed Mahmud 250
(Two hundred fifty)
Mahee

50/1 Greenroad,
Dhaka.

Businessman

Bangladeshi
6. Mr. Shahidul. 250
(Two hundred fifty)
Rahman

38 Panchlaish R/A
Chittagong.

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 Businessman
Bangladeshi
7. Mr. Kabir Ali 250
(Two hundred fifty)

75 Panchlaish R/A
Chittagong.

Businessman
Bangladeshi

Total 2000 Shares of

Tk.100 each
(Fully paid)
Dated 27th day of June, 2020.

Witness to the above signature Karimuzzaman Khan

Barrister-at Law
Senior Advocate
Supreme Court of Bangladesh

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