reduction of share capt

Hi, 

Reduction of Share Capital is a part of Internal Restructuring of company, therefore decision of majority will prevail by way of special resolution (SR). Therefore an SR is passed in the General meeting in this regard.

Reduction of Capital should have been mentioned in the Articles of Association (AOA) and AOA should authorise the power to do so. If the AOA do not contain any provision for reduction of capital, the AOA must first be altered so as to give such power.

Also, documents to be registered with ROC include

i. A memorandum setting out details of the share capital MOA, so just a memorandum or addendum to the MOA is needed 

ii. The special resolution

iii. A statement by Director confirming that the solvency statement was made not more than 15 days.

Yes. That is correct. As already mentioned, it is an internal affair of the company and only AOA deals with internal matters of the company. MOA does not deal with the internal affairs of the company.