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Course contents:

CPLE proposes to conduct courses in corporate and transactional law and practice in various branches. The detailed course contents are designed in a manner  to  give a broad idea and understanding of the subject and to help  the students manage their professional challenges. However, it is  very clear that the centre does  not  believe in a class room sort of coaching unlike the regular academic and coaching institutions. The lead to introduce the topics and make them  understand the same will  be taken by the trainers  while the finishing of such understanding through a constant research, interaction and participation in discussion is taken up by the students..

The detailed course syllabus is defined under relevant titles and is  as follows:

(i) Corporate structure and finance:

•  A detailed study on class of companies – Private and public limited companies, Holding and subsidiary company, Companies not for profit, Producer company, Government companies, Incorporation and constitutional documents, kinds of share capital and their issue,

• Methods of financing – loan finance, capital market analysis – Fund raising methods of listed companies and the legal requirements and their compliance, , Mutual funds, Private Equity, Venture capital and the investors protection along side role of regulators , Foreign inbound and outbound investments, security creation and enforcement, Restructuring of business organizations through amalgamations, slump sale, Mergers, Takeover bids etc.

(ii) Secretarial Law and compliances:

• Laws relating to company meetings and recording of minutes, appointment and, retirement of directors,, vacation of directorship, appointment of managing director, secretary, auditors, Annual report and audits, Understanding of Companies Auditors Report Order (CARO), Significant Accounting Standards and their compliance – an understanding, Investment in companies under the same management,

• Prevention of oppression and mismanagement and the winding up of companies, Winding up of companies and the related provisions under the Companies Act.

• Due Diligence process and the manner of reporting. An overview of the clauses of the pending Companies Bill in comparison with the existing Companies Act, 1956.

Taxation:

This chapter covers a study of all forms of taxation – both Direct and Indirect. Direct Tax more specifically given below:

(I) Direct taxes:

• Personal and corporate taxation and income computation under different sources of income – benefits, deductions and concessions available under the Income Tax Act for arriving at the taxable income, more particularly with reference to units working under STPI, EOU and SEZ schemes – obligations under Income Tax Act for different parties in the matter of tax deductions – Returns filings, Assessments and other provisions relating to non compliances –

• Provisions covered by the treaties for the avoidance of double taxation on payments made to non residents – clauses of the new Direct Taxes Code Bill which intends to rationalize the present Income Tax Act.

(iii) Indirect Taxes:

• A basic understanding of the Customs Act, manner of determination of importation duties. MRP based valuations and related concept of abatement,
Provisions relating to importation of goods under various export promotion schemes, Private bonding and warehousing provisions, Incentives and duty drawbacks eligibility, contraventions, offences and punishments,
 

• Central Excise Act, 1944 – Basic concepts such as “ manufacture” and “ deemed manufacture” – job work and contract manufacturing, classification of excisable goods - Registrations and filing of periodical returns - – Cenvat Credit Rules – Assessment and refunds - Export procedures - Contravention and consequential penalties. Central Excise Tariff Act – Advance Rulings and their legal sanctity.

• Service Tax and VAT – Basic concepts applicable to all services – Import and Export of services – Valuation of taxable service – Point of taxation – liability of service tax on reimbursements – Reference and study of significant circulars and notifications issued by Central Board of Excise and Customs from time to time.

• VAT – What is VAT and how VAT operates – Computation of VAT – VAT procedures like registration, compounding, exemptions and deductions allowable in computing VAT liability – Stock transfer, consignment transactions, Works contracts - VAT and Central Sales Tax distinguished –

• Proposed GST model which intends to subsume all taxes other than Income tax and Customs duty and migration to GST regime, covering the legal requirements for such migration.

Real Estate transactions:

Due Diligence – title report and searches in sub Registrar office – related documents for the purpose of registering the document – JDA - Lease deed – concept of conveyancing – Stamp Act provisions and registration compliance.

Corporate Knowledge Management:

Detailed understanding of


(i) Term sheet and its contents


(ii) Various agreements like promoters agreement, JV agreement, share purchase and share subscription agreement, Debt securities subscription agreement, commercial agreements like Distributorship agreement,, C&F agreement, Consignment sale agreement, Joint Development Agreement, PE fund / VC Fund agreement, PPP Concessionaire agreement etc.


(iii) Process of Due Diligence in the context of proposed take over.


(iv) An overview of Competition Act, 2002.


(v) What is Carbon Trading and how it works from accounting and taxation point of view.
 

Commercial contract:

A revisit into (i) The Contracts Act (ii) Sale of Goods Act (iii) Negotiable Instruments Act (iv) Payment and Settlement Act (v) Bailment Act and other related legislations.

Laws and the provisions relating to public private partnership and the collection of User Development Fees.

International Trade and FEMA:

EXIM policy and regulations, Foreign Trade Policy, GATT and WTO provisions, various regulations under FEMA governing borrowings, investments, remittances on both current and capital account transactions etc.

Understanding of the legal sanctity of the Press Notes, Notifications and the Circulars issued by the Ministry in respect of Foreign Exchange transactions.

Intellectual Property transactions:

Distinctive understanding of the provisions under Copyright Act, The Patents Act and the Trade Marks Act, Registration and claims procedure, Pre-grant objections, National and PCT filing, IP valuation and management, Laws relating to Infringement, counterfeit etc.

Human Resource:

Provisions and compliance requirements under various labour enactments like Minimum Wages Act, The Industrial Disputes Act, Payment of Wages Act, The payment of Bonus Act, The payment of Gratuity  Act, Social  Security benefits such as Employees Provident Fund Act, Employees State Insurance Act, Labour Welfare Fund etc, contract workers, laws relating to training and apprenticeship etc. .

Laws relating to employment of international workmen and the social security benefits as would be applicable to them.

Operational needs for a non disclosure agreement – its contents, the obligations – and the drafting – Laws relating to service contracts -   migration and immigration procedure.              

Litigation:

Basic concepts of litigation and the matters resulting into litigation – Drafting of plaint and written documents- Writ, stay, appeals, appearances etc..

Laws relating to commercial arbitration, both domestic and international – proceedings and grant of  award – its appellability – Laws relating to marriage and divorce under respective customs of different religions.

Practice followed in respect of determining jurisdiction of courts for trial and further court proceedings. 

Finance & Accounts:

Fundamental knowledge in the areas of accounts and book keeping, financial statements and final accounts, reading of the balance sheet, gains on the analysis of the balance sheet from the point of view of different stakeholders, Ideal  parameters of financial accounts which determine the health  of the business.

Bar  Test study:

A crash  preparation for the  bar test examination to help  the students take  along the examination more easily.

     

 Motto and Mission:

CPLE ‘s motto is to become one of the top recognized training centres in the field of legal education  in a quick space of time through dissemination of knowledge and sharpening of professional skills of young law graduates. The economy is very  dynamic and the legal  system has to be adequate to insure the risk.

To accomplish the mission, CPLE would conduct these training sessions on a very defined professional lines to bring out at least 50 students in a year. Once they finish  the training, their level of knowledge and application should be at a stage to handle the professional challenges with a focus. The legal professionals would derive an  all round enhancement in  quality of work.