MODULE DESCRIPTER

1st year B Found –common course

Module Code and Title: BLT101 Legal Considerations in Business

Programme: B Foundation –BBA & BCom
Credit Value: 12
Module Tutors: Dr. Vibhuti Jha , Ms. Sonam Choden
Module Coordinator:
Prerequisites None
Dr Vibhuti Jha Contact Email: [email protected] Office hours:
17379429
Sonam Choden Contact: Email : [email protected] Office hours

General Objective: The aim of this module is to introduce students to the important business
laws and regulation framework of the Bhutanese legal system and promote the understanding
and use of lawful business practices. It further emphasizes understanding the implication of
various laws that impact business operations in Bhutan and outside.

Learning Outcomes –On completion of the module, students should be able to:
1. Explain the concept of law - meaning, sources and types
2. Explain the Bhutanese legal system and its history
3. Draft a simple valid contract agreement according to the Contract Act of the Kingdom of
Bhutan, 2000
4. Appraise the business implications of various provisions of business laws along with their
underlying intention and likely consequences for the business
5. Discuss the requirements for the formation of a business under Foreign Direct Investment
(FDI)
6. Highlight the key features of various laws related to business in Bhutan
7. Compare the tax complexities of small businesses and industries in Bhutan
8. Differentiate the relevant laws and regulations related to various business situations, and
propose appropriate business practices
9. Explain the concepts and values of intellectual property rights
10. Describe the various procedures to be followed by Sole proprietorship/Partnership
businesses in Bhutan in context to; obtaining licenses, business formation, tax
obligations, liabilities and terminating business

Teaching and Learning Approach:

Approach Hours per week Total credit hours
Lecture 3 45
Class exercises, case study, role plays, guest 1 15
speakers, presentations
Independent study 4 60
Total 120
Assessment Approach:
A. Written Assignments: Portion of Final Marks-20%
Student will submit 2 different short written assignments of 800 words each during the
semester each from unit 2 (Contract Law) and will choose any one business from within
the country dealing with particular goods/commodities and research on various laws
applicable to IP/export/import, taxes and situations under which fines and penalties being
imposed to that business. Each assignment will be marked out of 10%. It will be marked
on following basis:
2% originality and contents
5% critical analysis of the points
2% grammar and structure
1% referencing (APA system)
B. Group Role Play: Portion of Final Marks-10%
In groups of 4, will be given a situation to do role plays related to discussions on legal
aspects of business decision making.
2% organization
6% display of accurate knowledge of the relevant laws and their salient
features
2% overall role play (dialogue, clarity, acting, coordination & language)
C. Individual Presentation: Portion of Final Marks-10%
Each student will be given an individual topic for presentation. The presentation topics
will be all from the module contents unless otherwise decided by the module tutor in the
beginning of the semester and mentioned in the work plan.
5% clarity (The class has to understand the presentations)
5% content knowledge (To check the content knowledge questions will be
asked to the presenter)
D. Case Study: Portion of Final Marks-10%
Each student will complete a case study of 300 words in the class and they will solve that
case inside the classroom. Students will analyse the case, come up with a proper solutions
and give their own views and opinions
6% proper analysis of the case and
4% answering question based on the case study
E. Midterm Examination: Portion of Final Marks-15%
Students will take a written exam of 2-hour duration covering topics up to the mid-point
of the semester.
F. Semester-end Examination: Portion of Final Marks-35%
The module will have a semester-end exam for 2 hours covering the entire syllabus. The
question will be divided into two parts – Part A (carrying 40% of the exam weightage)
will be mostly of short answer including objective questions. Part-B (carrying almost
60% of the exam weightage) will be mostly of essay type or an extended response to the
given question. This part of the question requires students to apply, analyse, and evaluate
or construct knowledge and skills. Cases will also be used to test the levels of knowledge.
 Areas of assignments Quantity Weight
A. Written Assignments 2 20%
B. Group Role Play 1 10%
C. Individual Presentation 1 10%
D. Case Study 1 10%
E. Midterm Examination 1 15%
Total Continuous Assessment (CW) 65%
F. Semester-end Examination 35%
TOTAL 100%

Pre-requisites: None

Subject Matter:
1. Introduction
1.1 Introduction to law
1.1.1 Meaning of law
1.1.2 Sources and types of law
1.2 Overview of the Bhutanese legal systems
1.2.1 History
1.2.2 Structure of court system
1.2.3 Features of Bhutanese judicial system
1.2.4 Constitutional law of Bhutan

2. Contract Act of Bhutan 2000 and the Commercial Sale of Goods Act of the
Kingdom of Bhutan 2001
2.1 Contract Act of Bhutan:
2.1.1 Meaning and essential features of a contract
2.1.2 Types of contract
2.1.3 Discharge of contract
2.1.4 Remedies for breach of contract
2.1.5 Drafting of simple contract
2.2 Commercial Sale of Goods Act of Bhutan
2.2.1 Meaning of sale contract
2.2.2 Form and formation of sale contract;
2.2.3 Passing of title and risk
2.2.4 Conditions and warranties
2.2.5 Performance and remedies of sale contract

3. Laws Applicable to Sole Proprietorship, Partnership and Other Small Scale

Business in Bhutan
3.1 Form and Formation
3.1.1 Licensing and Registration procedure for the formations
3.1.2 Liability and risk associated
3.1.3 Management and administration
3.2 Labour and Employment Act of Bhutan
3.2.1 Prohibition
 3.2.2 Compensation and benefits
3.2.3 Hours of work and remuneration
3.2.4 Occupational health and safety
3.2.5 Fines and penalties imposed on breaching any part of the clause.
3.3 Import and Export
3.3.1 Export/import restrictions
3.3.2 Rules regarding import of goods from third country
3.3.3 Rules regarding Exemptions under Sales Tax, Customs and Excise Act
of the Kingdom of Bhutan, 2000 and Fiscal Incentives 2016
3.4 Tax Issues
3.4.1 Registration for business income tax
3.4.2 Business tax liability and tax planning
3.4.3 Imposition and exemptions of sales tax, customs and excise duties
3.4.4 Applicable Double Tax Treaties (DTAs)
3.5 Fines and Penalties
3.5.1 Imposed on small businesses on not meeting the standards in terms of
quality of goods and services.

4. Sources of Finance and Legal Regulations

4.1 Sources of finance
4.1.1 Shares
4.1.2 Debentures and loans
4.1.3 Documents required for availing loans from Banks in Bhutan
4.1.4 Merits and demerits of different sources of finance
4.2 Foreign Direct Investment (FDI)
4.2.1 FDI policy of Bhutan
4.2.2 Investment procedures
4.2.3 Other legal issues associated with FDI
4.3 Negotiable Instruments Act
4.3.1 Introduction to Negotiable Instruments Act of the Kingdom of Bhutan
2000
4.3.2 Types of instruments
4.3.2.1 Promissory notes
4.3.2.2 Bill of exchange
4.3.2.3 Cheques
4.3.2.4 Account payee cheques
4.3.2.5 Treasury bills
4.3.2.6 Letter of credit
4.3.3 Endorsement of instruments
4.4 Business and Bankruptcy
4.4.1 Initiation of bankruptcy proceedings including the prerequisites for
abankruptcy order – petition by creditors and debtors, contents of
petition
4.4.2 Order of adjudication and its effects
4.4.3 Application and order of discharge
4.4.4 Appointment of receiver and its powers, roles and responsibilities
 4.4.5 Distribution of property and bankruptcy crime

5. Laws Applicable to Large Scale Businesses/Industries

5.1 Companies Act of Bhutan
5.1.1 Introduction to the Companies Act of the Kingdom of Bhutan 2016
5.1.2 Formation and registration of companies in Bhutan
5.1.3 Advantages and disadvantages of incorporation
5.1.4 Circumstances under which a company may wind up

6. Intellectual Property Rights and Applicable Laws

6.1 Introduction to Intellectual Property Rights
6.1.1 Meaning
6.1.2 Importance
6.1.3 Business impact
6.1.4 Types of intellectual Property
6.1.4.1 Patent
6.1.4.2 Industrial design
6.1.4.3 Trademark
6.1.5 Key business concerns in commercializing intellectual property rights

Reading Lists:
1. Essential Readings
1.1 The Course Pack (Gaeddu College of Business Studies)
1.2 The Companies Act of the Kingdom of Bhutan 2016.
2. Additional Readings
2.1 Ministry of Labour and Human Resources. Chathrim for Wage rate, Recruitment
Agencies and Workmen Compensation 1994.
2.2 Ministry of Labour and Human Resources. General rules and regulations on
occupational health and safety in construction, manufacturing and service
industries, 2006. http://www.molhr.gov.bt/publication/ohs.pdf
2.3 Ministry of Finance. (2001). Income Tax Act of the Kingdom of Bhutan,
2001.https://bhutan.eregulations.org/media/income%20tax%20act_1.pdf
2.4 Ministry of Labour and Human Resources. (2007). Labour and Employment Act
of Bhutan, 2007. http://www.molhr.gov.bt/publication/labouract.pdf
2.5 Royal Government of Bhutan. (2000). Negotiable Instruments Act of Kingdom of
Bhutan, 2000.
http://www.nationalcouncil.bt/assets/uploads/docs/acts/2017/Negotiable-
Instruments-Act-of-Kingdom-of-Bhutan-2000_Eng.pdf
2.6 Ministry of Finance. (2012). Sales Tax, Customs and Excise Act of the Kingdom
of Bhutan, 2012.
2.7 Smyth, J.E., Soberman, D., Easson, A., & McGill, S. (2015). The law and
business administration in Canada (14th ed.). Pearson Canada.
2.8 Takagi, Y., Allman, L., & Sinjela, M.A. (2011). Teaching of intellectual
property-principles and methods. Cambridge University Press.
2.9 Royal Government of Bhutan. (2013). The Contract Act of Kingdom of Bhutan,
2013. http://www.nationalcouncil.bt/en/business/acts
 2.10 Royal Government of Bhutan. (2000). The Commercial Sale of Goods Act of the
Kingdom of Bhutan, 2000. http://www.nationalcouncil.bt/en/business/acts
2.11 Ministry of Economic Affairs. (2014).Foreign Direct Investment Rules and
Regulations 2012. http://www.moea.gov.bt/documents/files/pub4wv968yk.pdf
2.12 Royal Government of Bhutan. (2001). The Industrial Property Act of Bhutan,
2001. http://www.nationalcouncil.bt/en/business/acts
2.13 Royal Government of Bhutan. (1999). The Bankruptcy Act of the Kingdom of
Bhutan 1999. http://www.nationalcouncil.bt/en/business/acts

Date: 22 July, 2020

_____________________________________________________________________________

ASSESSMENT DETAILS

Method Details Wtg Topic Date Remarks

%
Written Student will 20(10 24 August
assignment submit short +10)  Drafting a and
1&2 written Contract on sale 12
assignments of 800 deed or October
words each during partnership deed
the semester each (Unit 2)
from unit 2 and 4
 Sources of
finance to
businesses and
FDI in Bhutan
(Unit 4)
Individual Each student will 10 From unit 2 and 3 7
presentation be given an September
individual topic for individual topics on
presentation. The labour laws,
presentation topics partnership issues,
will be all from the goods, warranty, sale,
module contents breach of agreement,
open terms, passing
the title, risk ,
partnership etc.

Individual Each student will 10 Case study of 21

Case Study complete a case McDonald ice cream/ September
study analysis of Parachute oil
300 words and will
analyze the case, from Unit 5 (on
come up with a excise and custom
proper solutions duties)
 and give their own
views and opinions
10
Group role In groups of 4, will From unit 4 ,5 and 6 9 In case of
play be given a November online
situation to do role Laws applicable to classes it
plays related to business, Labour and will be
discussions on employment, replaced
legal aspects of taxation, NI and with
business decision bankruptcy 1.
making. Individual
Situation
analysis on
same topics
(5%) and

2. Class
performanc
e (5%)
Mid review Mid semester 15 Up to Unit 3 contents 29
review September

End term End evaluation-2 35 Full contents 30

hour duration November

WEEK PLAN

SN WEEK CONTENTS Learning Assignment F2F Online

objectives

1 WEEK  Introduction to Understandin 

6 to8 teaching pedagogy , g the subject,
August work plan, its
assignment significance
categories and and imparting
essentials of subject pedagogy
learning process
1. UNIT 1
Introduction
  Introduction to
Law ,Meaning of
Law ,Sources and
types of Law
2 WEEK  Overview of the Understandin  
10 to15 g basics of
Bhutanese Legal Bhutanese
August
System , History of legal and
judiciary
legal system, system
Structure of court
system ,
 Features of
Bhutanese Judicial
System ,
Constitutional law
of Bhutan
WEEK UNIT 2 Contract Act Understandin  
17to22 g the concept
of Bhutan 2000 and
August of agreement,
the Commercial Sale contracts and
remedies to
of Goods Act of the
lapses in
Kingdom of Bhutan contractual
conditions
2001
 Contract Act of
Bhutan - Meaning
& essential features
of a Contract
 Types of contract ,
Discharge of
contract, Remedies
for breach of
contract,
 Drafting of simple
 contract
4 WEEK  Commercial Sale of Understandin Written  
24 to 29 g elements of assignment 1
Goods Act of sale deeds and
August  Drafting a
Bhutan - Meaning related Contract on
aspects in sale deed or
of sale contract businesses
partnership
,Form and formation deed
of sale contract
 Passing the title and
risk , Conditions and
warranties
 Performance and
remedies for sale
contract
5 WEEK UNIT 3 Laws Understandin  
31August g the
Applicable to sole
to 5 procedures of
September proprietorship, business
registration
partnership and other
and elements
small-scale business in of
proprietorship
Bhutan
Form and Formation
 Licensing,
Registration
procedure ,
Liability and risk
associated
 Management and
administration
6 WEEK Labor and Understandin Individual 
7 to 12 Employment Act of g labor presentation
September Bhutan oriented laws Individual
 Prohibition , and topics on laour
Compensation and provisions & employment ,
benefits applicable to partnership
businesses issues, goods,
 Hours of work and warranty, sale,
 remuneration , breach of
Occupational agreement, open
Health and Safety terms, passing
the title, risk ,
 Fines and penalties partnership etc.
imposed on
breaching any part
of the clause
7 WEEK Import and Export Understandin 
14 to 19  Export/import g provisions
September restrictions , Rules of import and
regarding import of export
goods from third applicable to
country local business

Rules regarding
Exemptions under
Sales Tax, Customs
and Excise Act
8 WEEK Tax Issues Understandin Individual 
21 to 26  Registration for g the Case Study
September business income provisions of Case study of
tax , Business tax taxes, excise McDonald ice
liability and tax and customs cream/
planning applicable to Parachute oil on
business in excise and
 Imposition and Bhutan custom duties
exemptions of sales
tax, customs and
excise duties,

 Applicable Double
Tax Treaties
(DTAs)

 Fines and Penalties

imposed on small
businesses
9 WEEK  Revision of unit 
28 Sep to
contents
3 October
 Mid term exam
10 WEEK UNIT 4 Sources of Understandin 
5 to 10 g sources of
Finance and Legal
October finance for
 Regulations businesses
and FDI in
 Sources of Bhutan
Finance ,Shares
,Debentures and
loans
 Documents
required for
availing loans from
Banks in
Bhutan ,Merits and
demerits of
different sources of
finance
11 WEEK Foreign Direct Written 
12 to 17 Investment assignment 2
October  FDI policy of  Sources of
Bhutan , finance to
Investment businesses
procedures ,Other and FDI in
legal issues Bhutan
associated with FDI
12 WEEK Negotiable Understandin 
19 to 24 Instruments Act g the
October  Introduction to instruments of
Negotiable business
instruments Act transactions
 Types of
Instruments
,Promissory
Notes ,Bill of
Exchange ,
Cheque ,Treasury
Bills, Letter of
Credit
,Endorsement of
instruments
13 WEEK Business and Understandin 
26 to 31 Bankruptcy g failed state
October  Initiation of of a company
bankruptcy
 proceedings
including the
prerequisites for a
bankruptcy order -
petition by
creditors and
debtors, contents of
petitions
14 WEEK Order of adjudication 
2 to 7 and its effects
November  Application and
order of discharge ,
 Appointment of
receiver and its
power, roles and
responsibilities
 Distribution of
property and
bankruptcy
15 WEEK UNIT 5 Laws Brief Group role play 
9 to 14 Applicable to Large understanding Laws applicable
November Scale on formation to business,
Business/Industries of companies Labour and
 Companies Act and procedure employment,
of Bhutan 2016 of closing the taxation, NI and
 Formation and company bankruptcy
registration of
Companies in
Bhutan
 Advantages and
disadvantages of
incorporation
 Circumstances
of company
wind up
16 WEEK UNIT 6 Intellectual Understanding In case of online  
16 to 21 Property Rights and concept of classes Role play
November Applicable Laws Intellectual will be replaced
 Introduction to property and its with
importance 1. Individual
Intellectual
Situation analysis
Property Rights on same topics
 Types of (5%) and
Intellectual 2. Class
Property - Patent performance
, Industrial (5%)
Design , Trade
 marks

17 WEEK Revision of course  

23 to 28 contents for end term
November
18 29 End term examination 
November