State the matters not to be dealt with by the Board of Directors in a meeting through video conferencing or other audio-visual means.

The provisions for the matters not to be dealt with by the Board of Directors in a meeting through video conferencing or other audio visual means made in Section 173 (2) of the Companies Act, 2013 (the Act) and Rule 4 of the Companies (Meetings of the Board and its Powers) Rules, 2014 (the Rules) are discussed as below. Section 173(2) provides that- The participation of directors in a meeting of the Board may be either in person or through video conferencing or other audio visual means, as may be prescribed, which are capable of recording and recognising the participation of the directors and of recording and storing the proceedings of such meetings along with date and time. Rule 4 further stipulates the following matters which shall not be dealt with in any meeting held through video conferencing or other audio visual means such as: 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 the Act and the approval of the matter relating to amalgamation, merger, demerger, acquisition and takeover. Provided that where there is quorum presence in a meeting through physical presence of Directors, any other Director may participate conferencing through video or other audio visual means.