Querrry :Allotment of shares

Querry :
Dear all,
My company which is a Govt limited Co incorporated in July 08. The first Board meeting was held on August 08.
The Co. has formed with a initial capital of Rs 5 lac (paid up capital). In February, 09 the authorised capital was increased to Rs 60 crore. Now the Govt has sent 34 crore towards equity contribution.
The Articles of the Company stated that Board will allot shares.
Can I do allotment in Board meeting or shall I have to go for general meeting because of Section 81(1) (a) which says - " Where at any time after the expiry of two years from the formation of a company or at any time after the expiry of one year from the allotment of shares in that company made for the first time after its formation, whichever is earlier, it is proposed to increase the subscribed capital of the company by allotment of further shares, then, --
"such shares shall be offered to the persons who, at the date of the offer, are holders of the equity shares of the company, in proportion, as nearly as circumstances admit, to the capital paid-up on those shares at that date."
The interpretation of Ramaiya states "that the provisions of section 81 should apply when the Board of Directors proposes to increase the subscribed capital of a company by allotment of further shares after the expiry of 2 years from the formation of the company or after the expiry of one year from the first allotment of shares, whichever is earlier. {Page 1018 of Ramaiya 16th edition 2008]
As my company incorporated is less than two years as on date and second alternative is ruled out that is first allotment, shall I have to go for general meeting for allotment of shares?
Kindly give your views.
RegardsAnirban SenCompany Secretary, KMRCL
Answer 1
Dear All,Section 81 (a) is applicable only when the Company issues share to persons other than existing shareholders. In your case, as you mentioned it is a govt. company, shares are proposed to issue to govt. which is a existing share holder. Therefore, Section 81 (a) is not applicable and the shares shall be issued in Board Meeting.
Regards,Sarvesh BhardwajNew DelhiMobile: 09350301058On
Answer 2
In ur case either of the option provided in section 81 is not full filled and as such according to my opinion u can go for allotment on BOM without going to AGM
slnsc99@gmail.com
Answer 3
Approval at AGM/EGM in terms of Sec. 81 required.
Regards,S. Dutt