Diploma in Entrepreneurship Administration and Business Laws

West Bengal National University of Juridical Sciences

Rs 30,000
VAT incl.

Important information

  • Course
  • Online
  • Duration:
    12 Months
  • When:

Diploma in Entrepreneurship Administration and Business Laws from West Bengal National University of Juridical Sciences (NUJS) is an immersive program designed by National University of Juridical Sciences (NUJS), Kolkata and iPleaders to equip you with practical skills for the world of corporate law. The course brings over 50 leading lawyers from the corporate law sector to train our students in the practical aspects of business law. With a resource library of over 100 lectures, focused skill-development exercises, and institutionalized mentorship, the course brings learning and career opportunities for students.

Important information

Where and when

Starts Location Timetable

Frequent Asked Questions

· What are the objectives of this course?

In India, most educational initiatives are plagued by lack of practical exposure. The course is full of case studies and practical insights. You would be constantly presented with opportunities to apply your knowledge in real life projects, and even pushed towards creating your own opportunities.

· Who is it intended for?

Start a new business or a company, Expand a business into new verticals and territories, Improve a family business, Increase prospects for promotions, shift to strategic roles, Start a consultancy practice, Crack job interviews.

· Requirements

Recommended Target Group Start-up Founders, Entrepreneurs, Managers in SME sector, MBA students, Law students, HR professionals, Lawyers Minimum Eligibility Persuing or completed any undergraduate course from a recognised university/college in India or abroad.



What I would highlight The course helped me to get an internship at Nishith Desai Associates.

What could be improved Everything was positive.

Would you recommend this course? Yes.

What I would highlight I was able to secure internships with various firms including Trilegal. But more importantly, I started my own firm and this course, the faculty and everyone involved have been really helpful. I have also joined the M.A. in Business Law course.

What could be improved Nothing.

Would you recommend this course? Yes.

What I would highlight The course played pivotal role during my internship. After reading the Tax, Investment, Financial Institution, IP, IT, Arbitration, labour law modules, I aced my internship and now I am offered a prolonged juniorship and then employment at Manilal Kher Ambalal and Co, a leading law firm in Mumbai.

What could be improved Nothing.

Would you recommend this course? Yes.

What I would highlight The course helped me to make strategies for my start-up.

What could be improved Everything was positive.

Would you recommend this course? Yes.

What you'll learn on the course

Partnership Agreement
LLP Agreement
Co-Founder's Agreement
Family business
Taxation issues
Partition and Family Settlement
Transfer of Shares
Pricing restrictions
Exit Issues
Labour law compliances
Trade licenses

Course programme

MODULE I : Structuring a Business - Sole proprietorship as a business structure
Family business
Issues in family business
Taxation issues
Partition and family settlement
Appointment of professional management for running a business

Structuring a partnership / LLP
Partnership Deed, LLP Agreement, registration requirement and procedure, number of partners, designated partners, sharing of profits, dissolution of partnership, default rules under Partnership Act and LLP Act.

Structuring a company
Formation and incorporation- private company, one person company: Reservation of Name, Director Identification Number and Digital Signature, Forms to be submitted to Registrar of companies for incorporation, Memorandum and Articles of Association, Types of Share Capital, Annual and periodic compliances.

Incentives and relaxations for startups and early stage businesses
MSMED Act: Advantages of registration, Registration process, money recovery procedures for startups, effective payment-related , dispute resolution mechanisms, Sample disclosure to be made under MSMED Act

Non-profit businesses and hybrid models
Procedure and key issues for incorporation of a trust / society / non-profit company
Tax benefits for a non-profit
Hybrid structures and their relevance

How to appoint advisors and remuneration models

Key takeaways
How to draft partnership deeds and LLP agreements
Drafting memorandum and articles of association of companies
Process, checklists and flowcharts for incorporation of partnership, company and LLP
How to start a non-profit venture, and process for claiming various government incentives for non-profits
Advisor agreement

Sample contracts and templates
Partnership Deed
LLP Agreement
Co-Founder’s Agreement
Memorandum and Articles of Association(as per Companies Act, 2013)

MODULE II: Taxation, basic accounting, import-export and customs duty
Accounts for business: Elementary accounting and record keeping for various forms of business entities (for a person who is not trained in finance),Accounting and the Law, Financial planning for a business.
Corporate taxation
Corporate income tax, Minimum Alternate Tax (MAT), taxation of software product and SAAS companies, tax on issue of capital (e.g. equity, bonus shares and convertible instruments)to different entities, transfer pricing
How TDS works – including forms, modes and timelines of for payment double taxation avoidance provisions and agreements, tax on software
Indirect Taxes: How and when to obtain registration for Central Sales Tax, VAT, Service Tax, Excise Duty
Tax strategy,regulatory proceedings and litigation
Export and import: Import and Export duties, Process of import-export, incentives for exporters.

MODULE III: Corporate Governance
Introduction to corporate governance: how does a company manages its activities?
Models of corporate governance: Indian and international practices
Regulation of listed companies
Regulation of foreign companies doing business in India
Instruments of control: Board of Directors, Shareholders’ Meetings, legal instruments
Shareholders’ Agreement, charters of the company
Related party transactions
Different types of company meetings Board Meetings, Committee Meetings, Shareholders’ meetings
Corporate governance related compliances
Appointment of Directors, Roles of Directors, Director’s liabilities, duties and liabilities of executives
Independent director – Appointment, roles and liabilities
Laws of executive compensation
Role of Shareholders in corporate governance
Corporate communications and reporting systems
Repatriation of profit,Divisible Profits and Dividend
How an outsider should deal with a company?
Corporate Social Responsibility

MODULE IV: Raising investment - Angel rounds, VC & PE deals
Introduction to raising investment - financial and strategic investment
Business structuring and investment
Angel investments and regulation of angel funds
Steps in an investment transaction - negotiation, drafting and legal strategy
How to conduct due diligence?
Understanding non-disclosure agreements (NDAs)
Understanding capitalisation table and termsheets
Private placement process
Transfer of shares
Dealing with multiple investors
Shareholders Agreements and how to negotiate them
Exit issues in investment transactions
Advanced issues - Private equity, PIPES transactions, Strategic investment and Joint ventures

Key takeaways
How to negotiate shareholders agreements and termsheets (with case studies)
How to negotiate shareholders agreements with investors
How to conduct due diligence

Sample contracts and templates
Non-disclosure agreement
Shareholders and share subscription agreement
Term sheet
Due diligence report

MODULE V: Institutional finance - Loans and ECBs
How do you raise investment or loans to finance a business?
Raising debt financing – syndicate loans vs. single bank loans
Bank guarantees and securities
Introduction to FEMA, various types of bank accounts in India, handling and remittance of foreign exchange, current and capital account transactions
External commercial borrowings, raising finance by a non-profit entity from foreign sources
Essential issues in loan agreement
Understanding syndicate loans
Important clauses in a Syndicate Loan Agreement

Key takeaways
How to identify key issues in a loan agreement
How to identify important regulatory concerns in a foreign investment transaction
FCRA requirements for receiving donations

Sample contracts and templates

Sample loan agreement from a domestic bank
Syndicate loan agreement for ECB

MODULE VI: Foreign direct investment and regulatory issues
FDI restrictions on foreign investors
FDI in different business structures Companies, Trust, LLP
Sectoral regulations – FDI in e-commerce
Entry-related issues – approval route, conditionalities and sectoral regulations
Pricing restrictions
Exit related issues
Bank accounts for foreigners and handling foreign exchange
Valuation, compliance and filing requirements
Relaxations for foreign venture capital investors
Negotiating exits with foreign investors

Sample documents

Sample FIPB approval application
Sample sectoral approval application
Sample FIPB and sectoral approvals

MODULE VII: Employee Management Labour Law and Business licenses
Employment agreement
Labour law compliances
Legal forms of incentives and perquisites
Structuring ESOP& ESPS
Intellectual property and employees
Non-compete agreements, non-disclosure agreements
Employee sharing/deputation
Attrition management
Trade licenses
Industrial licensing and environmental compliance (for large companies, particularly manufacturers)

Sample agreements and documents

Employment agreement
Employee-sharing arrangement
Sample ESOP Plan
Sample board resolution approving ESOP Plan
Sample letter for granting stock options

MODULE VIII: Arbitration and Dispute Resolution
How to avoid disputes and drainage of resources through courtroom battles
Arbitration, negotiation, arbitration clauses in contracts
Structuring arbitration for speedy and fair resolution
How to develop a dispute settlement strategy
How to use anti-suit injunctions in international transactions
Introduction to commercial mediation proceedings

Key Takeaways
Sample clauses for institutional arbitration (from renowned arbitration institutions)
Sample clauses for ad hoc arbitration and their pros and cons
How to draft a customized arbitration clause for speedy and cost-effective arbitration
When to apply for anti-suit injunction

MODULE IX: Information Technology and Law
Legal structure governing the Internet,electronic contracts and digital signatures
Data protection under Indian law
Offences under Information Technology Act
Electronic evidence and the law
Intermediary liability and compliance
Payment gateways and legal documentation
Cloud computing agreements and End-User License Agreements (EULA), privacy issues on the Internet.
Essential Information Technology Contracts
Outsourcing contracts
Steps to deal with online intellectual property infringement

Sample Documents

Statement of work
Master Services agreement
Sub-merchant agreement
Maintenance and Support Agreement
Privacy Policy
Terms of Service
Takedown Notice
Cease and Desist Notice for IP Infringement

MODULE X: Intellectual Property Rights and IP monetisation
Copyright: Copyright Act, Rights available to copyright owner, Originality and Idea-Expression dichotomy, infringement of copyright, Exceptions to infringement (including fair use), Copyright protection on internet, Digital Millennium Copyright Act, software piracy.
Patents: Patent Act, components of a patent application, international patent registrations, rights available to patent holders, requirements of novelty, inventive step and industrial application, product and process patents, assignment and revocation, Patenting of biotechnology inventions and pharmaceutical products.
Trademark Act: Registration of trademark, steps for international registration of trademark, rights available to trademark owner, Goodwill, different types of marks such as service marks
Monetization of intellectual property – Licensing and franchising agreements
Trade secret law, employment contracts and protection of software

Key Takeaways
How to obtain copyright, trademark and patent registration in India
Procedure for international registration of trademarks and patents
How to enforce IP rights against imported items and fake products
DRM technologies and copyright law
Special court orders for protecting and enforcing IP rights
How to draft end-user license agreements (EULAs)

Sample Agreements
IP License Agreement
Franchisee Agreement
Assignment Agreement
End-User License Agreement

MODULE XI: Management Practices and Laws
Legal risk management - identifying and minimizing risks
Building processes and internal policies
Internal company policies, security systems, allocation of responsibility amongst officers, imposing contractual obligations, reporting structure
Recruitment policy, compensation policy, performance management policy, leave policy, medical policy, sexual harassment policy, data protection and confidentiality policy, grievance redressal policy, whistleblower policy, emergency policies, media communications policy, social media and blogging policy
Key business agreements and risks - Distribution agreement, Marketing Agreement, Commercial leases, Consultancy Agreement, Collaboration/Co-branding Agreement, Advertising Agreement
Mitigating risks of sexual harassment
Online reputation management
Key insurances necessary for business- Fire and Special Peril, Transportation, Keyman Insurance, Terrorism Insurance, Group Insurance, Public Liability Insurance, Professional Liability Insurance,Director's and Officer's (D&O) Insurance.
Key takeaways
Practical checklists for framing various internal policies of the company
Understanding insurance policies and their strategic use in management
Sample D&O Policy and negotiation essentials

MODULE XII: Oerview of major sectoral and industry-specific legislations
SEZs: Law relating to SEZs (includes tax sops available to SEZs), types of SEZs, comparison of SEZs with Export Oriented Units (EOUs) and Software Technology Parks (STP)
Banking and financial laws
Insurance: Regulation of insurance sector
How mutual funds work and introductory fund structuring

Key takeaways
Learn whether a particular business should be located in an SEZ, or an EOU or an ordinary exporter

MODULE XIII: Government Tenders and Contracts
Government is the biggest enterprise level consumer. Certain norms are to be followed for doing business with the government. The purpose of this module is to cover the basics of the same. This module introduces the students to the following:
Legal basis of tenders - Article 14 and promissory estoppel
Rules and procedures governing procurement of goods and services for central government departments
Essential terms in a bid document
Public Private Partnerships, EPC Contracts and Concession Agreements
An overview of bidding methodology that the Government may adopt and the legal principles relating to the same - such as competitive bidding, first-come-first-serve, sealed bids, auctions, tenders.
Legal compliances typically insisted upon by the Government for evaluating eligibility criteria of bidders
Prohibition of unfair bidding practices - a discussion on bid-rigging
Reservations for startups and SMEs

Sample Documents
Notice inviting tenders
Public Private Partnership and Concession Agreements

MODULE XIV: Negotiation and Contract Drafting
Contract drafting essentials- Elements of a contract
How to become proficient at drafting contracts- drafting guidelines and checklists
Pointers and checklists to ensure a risk-free contract
Boilerplate clauses - Importance and customization
Negotiation essentials - Important points that every entrepreneur or his advisor should know, Negotiation soft skills
Inclusion of commercial intent in contracts
Negotiating and drafting sample agreements - Non-disclosure agreements, shareholders' Agreement, Commercial lease

Additional benefits
Periodic Webinars from general counsels, law firm partners, senior government officers and successful businessmen
Sample Agreements, checklists, application forms and documents
Industry updates from top law firms in India and Silicon Valley
Recruitment preparation and career guidance toolkit - learn about career opportunities for commercial lawyers, how to crack interviews, draft covering letters and CVs and convert internships into job offers (with video training)

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