Articles of Reality Ltd. provides that directors participating through audio-visual means in its Board meetings shall always be counted for quorum. Examine the validity of this provision with reference to the Companies A

According to section 173 of Companies Act, 2013 read with Rule 3 and 4 of Companies (Meetings of Board and its powers) Rules, 2014, a director participating in a meeting through video conferencing or other audio visual means shall be counted for the purpose of quorum, unless he is to be excluded for any items of business under Rule 4. According to Rule 4 the following matters shall not be dealt with in any meeting held through video conferencing or other audio visual means:- the approval of the Annual Financial Statements; the approval of the Board's report; the approval of the prospectus; the Audit Committee Meetings for consideration of financial statement including consolidated financial statement, if any, to be approved by the Board under sub section (1) of section 134 of Companies Act, 2013; and the approval of the matter relating to amalgamation, merger, demerger, acquisition and takeover. Provided that in case where there is quorum in a meeting through physical presence of directors, any other director may participate through video conferencing or other audio visual means.