Introduction

Each one of us is aware of how much e-commerce has created buzz in India. Ecommerce has brought a paradigm shift in trading not just in India but throughout the world. We all have heard so much about e-commerce, but do we all know what it actually is?

E-commerce is a type of business model, or segment of a larger business model, that enables a firm or individual to conduct business over an electronic network, typically the internet. Electronic commerce operates in all four of the major market segments: Business to Business (“B2B”), Business to Consumer (“B2C”), Consumer to Consumer (“C2C”) and Consumer to Business (“C2B”).

B2B means when various businesses build new relationships with other businesses for efficiently managing several of their business functions such as distribution services, procurement services etc.

B2C means direct dealings between businesses and consumers. With the emergence of e-commerce such transactions have gained the most momentum.

C2C is where one consumer connects and does business with other consumers such as on ebay and quickr.

C2B consumers provide product development ideas or in online platforms where consumers provide product reviews which are then used for advertisement purposes.

A part of the reason for the boom of e-commerce in today’s times is the increased use and access to the internet and that in turn creates varied opportunities for businesses. The rapid popularity and acceptance of e-commerce throughout the world is driven by the greater customer choice and improved convenience in commercial transactions with the help of internet where the vendor or merchant can sell his products or services directly to the customer and the payment can be made electronic fund transfer system. Due to these conveniences and ease in doing business, the e-commerce market and its holding in the whole trade and commercial transactions is increasing in demand as well as expanding very fast replacing non-e-commerce transactions in so many sectors. E-commerce is already appearing in all areas of business and customer services.

Setting up E-Commerce business in India

Bill Gates once said: “If your business is not on the internet, then your business will be out of business.”

If you are thinking of venturing into the e-commerce market space, it is best to take a deep dive into the waters now.

There are two ways in which you can start an ecommerce business in India: 

·            Create your own e-commerce website.

·            Join an already existing e-commerce business.

The government of India has been promoting the upcoming boom in the E-commerce ecosystem with government initiatives such as Startup India, Digital India, allocation of funds for the BharatNet Project, promotion of ‘cashless economy’, the launching of the Unified Payment Interface by the RBI and the National Payment Corporation of India which have collectively contributed to the growth and success of the e-commerce sector in the country.

E- commerce ecosystem is a fairly open space and not many restrictions or entry barriers have been imposed for domestic as well as Foreign Direct Investment (“FDI”) in India. Every business owner who intends to start an e-commerce business shall require to keep a few things in mind and follow the steps to establish its business.in India –

1.           Creating a business plan –

Creating a business plan is the most basic step to start an e-commerce business. However, it is also the most essential step in setting up your e-commerce business; if done wrong, all the further efforts can go in vain. Your business plan must be designed according to the market research, financial budget, and profit margin. Similar to a traditional store, an online e-commerce store also requires a business model. However, remember that the right business plan is crucial for implementing your business model.

2.           Register your business –

The ultimate goal for an e-commerce entrepreneur is to raise funds, so the most popular business structure for them is a private limited company. Along with that, any online business who wants to accept online payments is required to be set up as a registered company. This is needed so that, they can establish a secured payment gateway on the website. 

3.           Registration for Tax compliance –

Every business that is receiving any sort of revenue is mandatorily required to register with the taxation authorities such as Income Tax Act, 1961 and Goods and Service Tax Act.

4.           Payment gateways –

A payment gateway is a must if you have your own website, all major marketplaces have an existing payment gateway infrastructure especially since most purchases are paid for online these days.

5.           Registration for licenses –

Shops and Establishment Act, 1948: This is important if you wish to have a payment gateway for your online store. Also, it is mandatory if you wish to set up a physical shop and employ people.

Micro, Small and Medium Enterprises Act, 2006 (MSME) Registration: MSME registration comes with its own set of benefits and it is required for any e-commerce business falling within the limits of maximum investment for service providers to be INR 100 crore to appropriately register under MSME.

Employees State Insurance Act, 1948: If there are at least 20 workers, registration with the Employee State Insurance Act is necessary.

Mumbai requires special professional tax registration & local body tax and compliance with the labor department. No such taxes or registrations are needed in Delhi and Haryana.

6.           To launch the e-commerce business, registration for domain name, Microsoft and other software licences shall also be needed.

FDI norms for e-commerce business in India

The FDI in the e-commerce startup ecosystem can lead to an influx of capital and enhance its growth potential in India. E-commerce businesses utilising the marketplace model have registered significant growth in the recent past.

The Government has understood the potential of the e-commerce industry to contribute to the development of the economy as a whole through job creation, productivity improvement and enhanced customer choices. Keeping this in mind, and the interests of various stakeholders, the Government has formulated an e-commerce policy which is still in draft form ("E-commerce Policy"). The foreign direct investment ("FDI") regulations pertaining to e-commerce is contained in Paragraph 5.2.15.2 of the Consolidated Foreign Direct Investment Policy of the Government of India dated 15 October 2020 ("FDI Policy").

The FDI policy outlines what shall constitute an "Inventory based model of e-commerce" and what shall constitute a "Market Place based model of e-commerce". An "Inventory based model of e-commerce" is defined as an activity where inventory of goods and services is owned by the e-commerce entity, and a "Market Place model of e-commerce" is defined as providing of an information technology platform by an e-commerce entity on a digital and electronic network to act as a facilitator between buyer and seller.  The FDI policy permits FDI in the market place model of e-commerce to the extent of 100% under the automatic route (i.e. without prior government approval). However, FDI is not permitted in inventory based model of e-commerce.

Even though there are no entry barriers, a few conditions have been specified which need to be fulfilled for the marketplace e-commerce entities which are –

i.           E-commerce entities providing marketplace will not directly or indirectly influence the sale price of goods or services and shall maintain level playing field

ii.          E-commerce entity providing a marketplace will not exercise ownership or control over the inventory i.e. goods purported to be sold. Such an ownership or control over the inventory will render the business into inventory-based model. Inventory of a vendor will be deemed to be controlled by e-commerce marketplace entity if more than 25% of purchases of such vendor are from the marketplace entity or its group companies.

iii.        In marketplace model goods/services made available for sale electronically on website should clearly provide name, address and other contact details of the seller. Post sales, delivery of goods to the customers and customer satisfaction will be responsibility of the seller.

Conclusion

It is clear from the E - commerce Policy that the Government intends to bring in strategies to regulate the FDI Policy. Once the draft policy is enforced and published we will get more clarity on the regulations to which e-commerce businesses will have to adhere to.

From the information available to date it can only be said that if you intend to setup an e-commerce business, it is definitely a good option and this is a best time to deep dive into this ocean of e-commerce ecosystem.

In this series on the E- commerce industry in India, we will be covering the laws and regulations governing the e-commerce businesses and the compliance requirements for the same along with the future developments in our next blog.

Stay tuned to read more about this!!

Disclaimer:

The content of this article is for information purpose only and does not constitute advice or a legal opinion and are personal views of the author. It is based upon relevant law and/or facts available at that point of time and prepared with due accuracy & reliability. Readers are requested to check and refer to relevant provisions of statute, latest judicial pronouncements, circulars, clarifications etc before acting on the basis of the above write up. The possibility of other views on the subject matter cannot be ruled out. By the use of the said information, you agree that the Author / Treelife Consulting is not responsible or liable in any manner for the authenticity, accuracy, completeness, errors or any kind of omissions in this piece of information for any action taken thereof.

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