In relation with Company Secretary Course.

1. Process & Legal Aspects,
Popular Sites

2. E-commerce,
E- business
E-Comm.
Online Business
Binness

3.  To learn about the concept of e-commerce and
business ethics
 To know about the importance and merits of e-
commerce
 To understand the ethical and legal issues
involved in e-commerce
 To learn about the various implications of e-
commerce

4.  E-Commerce is the ability of a company to have a
dynamic presence on the Internet which allowed
the company to conduct its business
electronically, in essence having an electronic
shop.
 Products can be advertised, sold and paid for all
electronically without the need for it to be
processed by a human being.
 The biggest advantage of E-Commerce is the
ability to provide secure shopping transactions via
the internet and coupled with almost instant
verification and validation of credit card
transactions

5. Global
Reach
Cost
Reduction
Measureme
nt
Interactivit
y
Personaliza
tion

6.  Access To A Global Market
 Cutting Out The Middleman
 A Level Playing Field
 Open 24 Hours A Day
 Greater Customer Satisfaction
 Reduced Marketing Costs
 Better Customer Information
 Security

7.  Ethics is the branch of philosophy that
studies what’s right and wrong.
 Business ethics is concerned with the
numerous ethical questions that managers
must confront as part of their daily
business decision making.
 Managers use several important
alternatives when confronted with making
ethical decisions on business issues.
These include

8.  Stockholder Theory – Holds that managers are
agents of the stockholders, and their only ethical
responsibility is to increase the profits of the
business, without violating the law or engaging in
fraudulent practices.
 Social Contract Theory - States that companies
have ethical responsibility to all members of
society, which allow corporations to exist based
on a social contract.
 Stakeholder Theory - Maintains that managers
have an ethical responsibility to manage a firm for
the benefit of all of its stakeholders, which are all
individuals and groups that have a stake in or
claim on a company

9. (1) Web Spoofing:
For example if the attacker sets up a site
called www.micros0ft.com using the
number zero in place of the letter O,
which many users sometimes type by
mistake, then users might find
themselves in a situation that they do
not realize that they are using a bogus
web-site and thus they give their credit
card details or other information.

10. (2) Cyber-Squatting:
Some cyber-squatters put up
derogatory remarks about the
person or company which the
domain is meant to represent (eg:
www.walmartsucks.com), in an effort
to encourage the subject to re-buy
their domain from them.

11. (3)Privacy Invasion:
 Electronic commerce businesses buy information
about individuals such as their personal details,
shopping habits and web page visitation listings
 The personal information of consumers being
transmitted may be intercepted by anyone other
than the person whom it is intended to.
 Malicious programs delivered quietly via web
pages could reveal credit card numbers,
usernames, and passwords that are frequently
stored in special files called cookies. Because the
internet is stateless and cannot remember a
response from one web page view to another,
cookies help solve the problem of remembering
customer order information or usernames or
passwords.

12. (4) Online Piracy:
 The online piracy can be defined as
unauthorized copyright of electronic intellectual
property such as e-books, music or videos.
 For example, some web-based applications such
as www.napster.com have enabled large scale
exploitation of music samples and audio
formats. Software that is available for free of
cost on the Internet allows the transfer of music
and videos without the authorization of rights
holders. Moreover, CD burners and portable MP3
players allow copyright violations to occur rather
easily.

13. (5) Email Spamming:
 E-mail spamming, also known as unsolicited
commercial e-mail (UCE) involves using e-
mail to send or broadcast un wanted
advertisement or correspondence over the
Internet.
 The example of fraud using e-mail is
spammers will lure consumers to enter their
personal information on fake website using
e-mail, forged to look like it is from
authorized organization such as bank. The
content of e-mail often directs the
consumers to the fake website in order to
lure them to fill their personal information
such as credit card or bank account’s
details. This technique is called phishing.

15. YEAR EVENT
1994 Netscape Launched; SSL encryption enabled shopping.
1995 Backbone of eCommerce formed;Amazon, eBay and
Verisign launched.
1997 Dell first company to reach @ 1Mn in online sales.
1998 Google launched, USPS launched eStamps.
2000 Dot-com bubble burst.
2002 eBay acquired PayPal.
2003 Facebook launched for college students.
2006 Google acquired YouTube; iTunes became first digital
music retailer.
2007-08 Private Sales Model, Social eCommerce, Mobile
eCommerce, Daily Deals/Local eCommerce

16.  Internet fraud and its sophistication have grown
even faster than the Internet itself. There is a
chance of a crime over the internet when buyers
and sellers do not know each other and cannot
even see each other
 During the first few years of e-commerce, the
public witnessed many frauds committed over
the internet. Some of the legal issues specific to
e-commerce are as follows

17. (1)Fraud on the Internet
(2) Copyright
(3) Domain Names

18.  Telephone
 Television
 Electronic payment
 Electronic data interchange (EDI)
 Internet
 Fax

19.  Rapidly increasing Internet user base
 Technology advancements have bridged the
gap between buyers and sellers online.
 The emergence of blogs as an avenue for
information dissemination and two-way
communication for online retailers and e-
commerce vendors.
 Improved fraud prevention technologies that
offer a safe and secure business environment
and help prevent credit card frauds, identity
thefts and phishing.
 The young population finds online
transactions much easier.

20.  BUSINESS TO BUSINESS: On the Internet, B2B
(business-to-business), also known as e-biz and
is defined as the exchange of products, services,
or information between businesses such as
between a manufacturer and a wholesaler, or
between a wholesaler and a retailer.
 BUSINESS TO CONSUMER: A transaction that
occurs between a company and a consumer. The
term may also describe a company that
provides goods or services for consumers.

21.  CONSUMER TO CONSUMER: Consumer-to-
consumer (C2C) electronic commerce involves the
electronically facilitated transactions between
consumers through some third party. A common
example is the online auction, in which a consumer
posts an item for sale and other consumers bid to
purchase it; the third party generally charges a flat
fee or commission.
 CONSUMER TO BUSINESS: In internet
commerce, means through
which consumers decide what they want to pay,
and the vendors decide whether or not to
accept. When a consumer writes reviews, or when
a consumer gives a useful idea for new product
development, then this individual is creating value
to the firm, if the firm adopts the input.

23. Online
Stores

24. Internal
Environment
Aggressiveness
Innovation
Risk-Taking
Attention To
Detail
External Environment
Govt. Rules &
Regulations
Economic
Young demography
Emergence of new
customer base
Technology
New Competitors

25.  The Information Technology Act, 2000 (“IT Act”) deals
with contractual aspects of use of electronic records.
 The act establishes that an ecommerce transaction is
legal if the offer and acceptance are made through a
‘reasonable’ mode.
 For instance, a communication sent by an offeror to an
offeree through indirect means, such as an email that
passes multiple servers and spam mails, is not regarded
as a reasonable mode under the IT act. Reasonable
modes of acceptance in an ecommerce transaction are:
◦ Direct mail from the offeree to the offeror
◦ Acceptance by conduct, which is pressing an ‘Accept’
button to an offer

26.  The Information Technology (Amended) Act,
ITAA, was amended in 2008 to increase
security of e-commerce transactions, with
special provisions for legal recognition of
digital signatures and electronic documents.
 Section 43A of ITAA holds ecommerce
companies accountable for protection of
personal data.
 When an ecommerce company fails to
protect personal data of its customers or is
negligent in maintaining and implementing
reasonable security practices, and if this
results in wrongful loss of an online buyer,
the laws are clear that its body corporate is
wholly liable to pay the damages by means
of monetary compensation.

27. There are no specific e-commerce laws and
regulations in India and they are still
evolving.
IT Act 2000 is the sole cyber law of India.
The cyber law of India mandates that the e-
commerce entrepreneurs and owners must
ensure cyber law due diligence in India.
 E-commerce entrepreneurs and owners in
India must understand that legal issues of e-
commerce in India are different for different
categories of e-commerce.

28. The legal requirements for undertaking
e-commerce in India also involve
compliance with other laws like contract
law, Indian penal code, etc.
 Further, online shopping in India also
involves compliance with the banking and
financial norms applicable in India.
 Further, e-commerce websites in India
must ensure privacy protection, data
protection, data security, cyber security,
confidentiality maintenance, etc as well.

29.  “Who are the new
consumers?...... The Urban
Indian Woman & The Youth
 The Indian Woman
 “The Indian woman is perhaps less
homogenous and more conflicted as a
consumer group compared to the
Indian man.”
• E commerce offers variety of women
products
• In the past five years, there has been a
large increase in the product
categories specifically targeted
towards the urban woman.
• Be it mobile phones, computers,
apparel, jewellery or even financial
products, women in the cities are
finding themselves spoilt for choice.

30. • With the majority of its
population below the age of
25 years, it is the primary
target of every consumer
goods company
• Increased brand awareness
• A larger number of younger
people now have cash in
hand
• Technology Oriented
• Spends on leisure and
personal gratification
• Concept of saving for a rainy
day is alien to most of them

31. “The rural consumer will have his debit card
within his phone and will use the device to
transfer funds between his and the seller’s
accounts.”
— Mr Vaghul, chairman, icici banking corporation
E payment is a subset of an e-commerce
transaction to include electronic payment for
buying and selling goods or services offered
through the Internet.
The Internet has the potential to become the most
active trade intermediary within a decade.
Internet shopping may revolutionize retailing by
allowing consumers to sit in their homes and buy
an enormous variety of products and services from
all over the worlds.
Many businesses and consumers are still wary of
conducting extensive business electronically.
However, almost everyone will use the form of E
Commerce in near future.

32. 100% commitment to quality
Most competitive price
Doorstep delivery of products under
strict supervision
Right weight/quantity
100% disclosure policy across all
products
Convenience of phone shopping
State-of-the-art Quality Control labs
in Delhi (NCR), Mumbai, Lucknow,
Nagpur, Hyderabad, Kolkata and Patna
Pan-India quality team of 800 people,
comprising 50 Quality Experts and
Associates, 150 Quality Control
Executives, 30 Quality Assurance
Managers and 500 Quality Advisors
305 warehouses in 285 cities
In 2007, Walmart announced an
agreement with Bharti
Enterprises to establish a Bharti
Walmart Private Limited, a
wholesale cash-and-carry and
back-end supply chain
management operations in
India.
A typical wholesale cash-and
carry facility stands between
50,000 and 100,000 square
feet and sells a wide range of
fruits and vegetables, groceries
and staples, stationery,
footwear, clothing, consumer
durables and other general
merchandise items.
The first Best Price Modern
Wholesale opened in 2009.

33. Free Vouchers
Out of stock
notification
on new arrival
via e-Mail
Extensive ads
on primetime
networks
Ads on
Facebook
which has
8Mn users

35. COD
30 day
return
policy
3D-View
Online
Chat with
executives

36. • Specification
• Minute detail
of the product
• Customer
Feedback

38. Question 1 : Is e-voting a must where the Company’s
debentures only are listed and shareholders are less
than 1000?
Yes
Question 2 : Is e-voting a must, where an unlisted
company has more than1000 shareholders?
Yes
Question 3 : Is fixing ‘record date’ a must for e-voting?
Yes
Question 4 : Can a shareholder who has voted during e-
voting period, vote again at the meeting?
No.
Question 5 : Is a company whose shares are listed
required to follow procedures of e-voting in a postal
ballot?

39. Question 6 : Can a shareholder who has not voted during
e-voting period attend and vote at the meeting?
Yes
Question 7 : Whether a person who has voted through e-
voting facility provide by the company, can participate in
general meeting? Further, can he change his vote?
A member of the company who has voted through electronic means may
Attend the general meeting and participate in the deliberations, though in
Accordance with the section 108 and Rule 20 of Companies (Management and
Administration) Rules, 2014, the member is not allowed to change his vote
once cast.
It has been clarified by MCA vide General Circular 20/2014 dated 17th June,
2014 that a person who has voted through e-voting mechanism in accordance
with rule 20 shall not be debarred from participation in the general meeting
physically. But he shall not be able to vote in the meeting again, and his earlier
vote (cast through e-means) shall be treated as final.

40. Question 8 : Whether show of hands under section 107
is possible in case of companies which are covered
under Rule 20 of Companies (Management and
Administration) Rules, 2014 relating to voting through
electronic means?
According to Rule 20(1) every listed company or a
company having not less than one thousand
shareholders, shall provide to its members facility to
exercise their right to vote at general meetings by
electronic means. For all the transactions put to vote
by electronic means by such companies,impliedly the
provisions of section 107 become ineffective.
The same has been clarified by the MCA vide General
Circular 20/2014 dated 17th June, 2014 wherein it is
stated that voting by show of hands under section 107
would not be allowable in cases where rule 20 of
Companies (Management and Administration) Rules,
2014 is applicable.

41. Question 9 : Whether show of hands under section 107 is
possible in case of companies which are covered under
Rule 20 of Companies (Management and
Administration) Rules, 2014 relating to voting through
electronic means?
Ans: According to Rule 20(1) every listed company or a
company having not less than one thousand
shareholders, shall provide to its members facility to
exercise their right to vote at general meetings by
electronic means. For all the transactions put to vote by
electronic means by such companies, impliedly the
provisions of section 107 become ineffective.
The same has been clarified by the MCA vide General
Circular 20/2014 dated 17th June, 2014 wherein it is
stated that voting by show of hands under section107
would not be allowable in cases where rule 20 of
Companies (Management and Administration) Rules,
2014 is applicable.

43. Reconciliation of Share Capital Audit for
listed companies on a quarterly basis
 To be Submitted by companies to stock
exchanges
 Reconciliation of total issued capital, listed capital
and capital held by depositories in demat form
 Details of change in share capital during the
quarter
 Details of stock exchange approvals in case of
further issued capital

44. Certificate of Holding for change of R & T
Agent of companies
 Details of securities held in NSDL,
other depository and in physical form
 To be submitted to NSDL at the time
of application for change of R & T
Agent

45. Section 204 of Companies Act, 2013 –
Secretarial Audit
 Audit of the secretarial and related records
of the companies
 To be annexed with the report of the Board
of Directors
 Any qualification /observation/remarks
made in secretarial audit to be explained in
Board’s report

46. Section 205 of Companies Act, 2013 –
Functions of Company Secretary
 Report to the Board about compliance with
provisions of the Act, rules made
thereunder and other laws
 To ensure that the company complies with
applicable secretarial standards

47.  To act as scrutinizers for e-
voting
• Postal ballots and General
Meetings
• Conduct of poll during General
Meetings

48. Section 108 of Companies Act, 2013 –
Voting through electronic means
Section 110 of Companies Act, 2013 -
Postal ballots
Ministry of Corporate Affairs (MCA)
Circular No. 21/2011 dated May 2, 2011

49.  Ministry of Corporate Affairs (MCA)
Companies (Management and
Administration) Rules, 2014 dated March
27, 2014
• Voting through electronic means (e-
Voting)
• Procedure for postal ballots
• Provision for sending notices through
electronic means

50. Every listed company or company having
not less than one thousand shareholders
to provide facility of e-Voting
e-Voting to remain open for not less
than one day and not more than three
days
e-Voting to be completed three days
prior to the date of general meeting

51.  Vote once cast by shareholder will not be
allowed to be changed
 The portal where votes are cast to be
blocked at the end of the voting period
 Scrutinizers to unblock the votes in
presence of at least two witnesses within
three working days from the date of
conclusion of e-Voting
 Scrutinizers to prepare the report

52. www.eVoting.nsdl.com
RTA/Company Shareholders Scrutinizer

53. • Company to complete formalities for
availing e-voting services of NSDL
• Company may authorize RTA to upload
data, create voting cycle etc. on its behalf
• Company to intimate details of scrutinizers
• Company/RTA and scrutinizers to obtain
Digital certificates to log into e-voting
system
• Create e-Voting Event Number (EVEN/EVSN)
• Register Investors (File Upload-Resolutions,
Logo, Notice)
• View/Modify EVEN /EVSNCycle.

54. • First Login - Update Email/Mobile
Number
• Cast the Vote

55. View e-Voting Cycle
• Authorize the poll results.

56. • MCA authorized NSDL, CDSL, KARVY for
providing e-Voting facility
• NSDL developed e-Voting system - July 1,
2011.
• Obtained the STQC Standardisation Testing and Quality Certification
certificate from Ministry of
Communications & IT, Government of
India
• Home page of e-Voting system launched
• More than 245 companies on 345
occasions have already availed e-voting

57.  A Permanent Account Number Card or a PAN Card is perhaps one
of the most important card/document that one needs today for
various financial or economic transactions. But many people
wonder what is a PAN card.
 Permanent Account Number Card or PAN Card as its widely
known refers to a ten-digit alphanumeric number, issued in the
form of a laminated card, by the Income Tax (I-T) Department in
India. It has been made compulsory since 2005, to have a PAN
number for all those who file their income tax returns. As per the
I-T Department, we have to quote the PAN on return of income as
also on all correspondence with any income tax authority in the
country.
 PAN has to be mentioned for making a time deposit exceeding
Rs.50, 000/- with a Bank or Post Office or for depositing cash of
Rs.50, 000/- or more in a Bank.

58. • It is statutory responsibility of a person receiving
document relating to economic or financial
transactions notified by the CBDT to ensure that PAN
has been duly quoted in the document.
• Obtaining or possessing more than one PAN is against
the law.
• It is compulsory to quote PAN on return of income
• All existing assesses or taxpayers or persons who are
required to furnish a return of income, even on behalf
of others, must obtain PAN
• Any person, who intends to enter into financial
transaction where quoting PAN is mandatory, must
also obtain PAN.
• The Assessing Officer may allot PAN to any person
either on his own or on a specific request from such
person.

59. 1. What is PAN?
Permanent Account Number (PAN) is a ten-digit
alphanumeric number, issued in the form of a laminated card,
by an Assessing Officer of the Income Tax (I-T) Department. A
typical PAN would be, for e.g., ABCDE1234F.
2. Why is it necessary to have PAN?
It is necessary to have PAN because as per the rules of I-T Department, it is
mandatory to quote PAN on all correspondence with any income tax
authority. It is good to mention here that since 1 January 2005, it has become
mandatory to quote PAN on challans for any payment due to the I-T
Department. Also, as stated above, it is now compulsory to quote PAN in all
documents pertaining to financial transactions notified from time to time by the
Central Board of Direct Taxes (CBDT). Some of these financial transactions include
sale and purchase of immovable property or motor vehicle, or paying the hotels and
restaurants in cash whose amount exceeds a certain limit, or in connection with
travel to any foreign country. In fact PAN has to be mentioned for obtaining a
telephone or cellular telephone connection! Likewise, PAN has to be quoted for
making a time deposit exceeding Rs.50, 000/- with a Bank or Post Office or for
depositing cash of Rs.50, 000/- or more in a Bank.

60. 3. How does Income Tax Department ensure that PAN is
quoted on transactions mentioned above?
It is the responsibility of anyone and everyone entering
into any kind of financial and/or economic transactions
as notified by the CBDT, to quote PAN in the related
documents.
4. Is it compulsory to quote PAN on return of income?
Yes, it is compulsory to quote PAN on return of income.
5. How will these authorities verify PAN?
The authorities verify PAN from the I-T Department’s
website with the help of the facility provided.
6. Who must have a PAN?
According to the I-T Department, it is compulsory for
the following people to have PAN:
• All taxpayers (including those who furnish return of
income on behalf of others) must obtain PAN.
• Any person, who intends to enter into financial
transaction such that its document requires quoting
PAN, must also obtain PAN.
• The Assessing Officer may allot PAN to any person
either on his own or on a specific request from such
person.

61. 7. Can a person obtain or use more than one PAN?
There have been cases where a person ahs been
using two PAN for different financial transactions,
but it must be kept in mind that obtaining or
possessing more than one PAN is against the law.
8. Where to apply for PAN?
All cities and towns having an I-T office have at
least one IT PAN Service Centre. Such centres are
set up and managed by UTIISL by order of the I-T
Department. It has also authorised the National
Securities Depository Ltd (NDSL) to dispense PAN
services from Taxpayer Identification Number (TIN)
Facilitation Centres.
NRIs may seek the assistance of private brokers
who will guide and assist you in getting a NRI PAN
Card in any part of the world. These brokers will
help you in filling the PAN application form and
will also submit the same as your representative in
India.

62. 9. How to apply for a PAN? Can an application
for PAN be made on plain paper?
No, PAN application cannot be made on any
paper. It has to be made ONLY on Form 49A. A
PAN application (Form 49A) can be
downloaded from the website of Income Tax
department or UTIISL.
10. Can an application for PAN be made in
Form 49A obtained from anywhere?
Yes, PAN applications (Form 49A) can be
obtained from various other sources, apart
from IT PAN Service Centers. It can be
downloaded from the website of Income Tax
department or UTIISL or NSDL. The application
can also be made on form printed by local
printers or a photocopy of downloaded or
printed form.

63. 11. Can an application for PAN be made
through Internet?
Yes, application for PAN can be made through
Internet, as also can requests for changes or
correction in PAN data or request for new PAN
card (for an existing PAN) be made through
Internet. For more details visit: www.tin-
nsdl.com
12. How do I get a PAN allotted quickly
(TATKAL)?
You can get a TATKAL PAN if the application is
submitted through Internet and the payment
for the same has been made through a
‘nominated’ credit card.

64. 13. What documents are to be submitted along with the application
form?
The following documents are to be submitted with Form 49A:
• Individual applicants will have to affix one recent stamp size (3.5
cm x 2.5 cm) photograph on the form
• Any one document listed in Rule 114 must be submitted as proof
of identity and address
• Designation and Code of the concerned Assessing Officer of the
Income Tax Department will have to be mentioned in the form.
14. Which documents will serve as proof of identity in case of
individual applicants, including minors and Hindu Undivided
Family (HUF) applicants?
In case of individual applicants, a copy of any of the following
document has to be submitted:
School leaving certificate; matriculation certificate; a degree from
a recognized educational institution; depository account; credit
card; bank account; water bill; ration card; property tax
assessment order; passport; voter identity card; driving license;
certificate of identity signed by a MP or an MLA or a Municipal
Councilor or a Gazetted Officer.
In case the PAN applicant is a minor, any of above documents of
any of the parent or guardian of such minor shall serve as proof
of Identity.
In case PAN application is made on behalf of a HUF, any of above

67. CS NOOR
MOHAMMAD KHAN
(CS, M.COM, MBA, BBA)
9990520092
noor.mohd.khan@hotmail.com