BENGALURU: The resignation of Om Prakash Bhatt as chairman of Coforge has brought a governance dispute at the IT services company into focus. The former State Bank of India chairman stepped down on 8 September, followed two days later by the resignation of independent director and Nomination and Remuneration Committee (NRC) chairman DK Singh. At the centre of the episode is an internal audit of how Coforge handled its board evaluation report.
What triggered the controversy?
Coforge’s internal auditor, KPMG, reviewed the board evaluation exercise as part of its FY27 internal audit plan. The review examined how the evaluation findings were circulated, presented and discussed before the NRC and the board.
According to Coforge’s exchange filing, the detailed report was available only to Bhatt and Singh. It was not shared with other directors, including independent directors, on the chairman’s instructions. KPMG also found that the two men did not cover all relevant aspects and findings when presenting the report verbally to the board.
The most significant observation concerned Bhatt’s own assessment. The chairman’s performance category had received the lowest rating in the report. The filing says this was not disclosed or discussed before the board.
KPMG reached its observations after reviewing relevant board and NRC meeting recordings, evaluation reports obtained from the survey agency, and meeting minutes. The board subsequently sought explanations from Bhatt and Singh.
Why did Bhatt resign?
Bhatt said he had acted in good faith. He resigned while the board was considering his explanation.
In his resignation letter, he wrote: “I believe that continuing on the Board while there remains a disagreement considering the characteristics of my good faith actions in the Board evaluation process would not be conducive to the effective functioning of the Board,”
Coforge’s filing states that his resignation followed the internal audit’s concerns and the board’s subsequent process of seeking and considering his explanation. It does not say that the board had formally asked him to resign.
What happened to DK Singh?
Singh resigned on 10 September, citing differences and tension between independent and executive directors. In his resignation letter, he said the board’s transition from a private-equity-led structure to a more independent board had created disagreements.
“While I believe that transition was moving in the right direction, it also created some differences and tension, particularly between the Independent and Executive Directors,”
Coforge’s board rejected Singh’s allegation, calling it unfounded and appearing to be an afterthought following the request for clarification. This is the company’s position, not an independently established finding.
The wider backdrop
The resignations followed a shareholder vote against Bhatt’s proposed reappointment. He had agreed to a second five-year term in July 2026, while Singh had accepted a further five-year term in February.
At Coforge’s 24 August AGM, Bhatt’s reappointment as an independent director failed to secure the required 75% approval. About 65.47% of shareholders voted in favour and 34.53% against, adding to the developments preceding his resignation.
Coforge has appointed independent director Vivek Sharma as interim chairman until 31 January 2027. It has also reconstituted the NRC and appointed Beth Boucher as its chairperson.
The company says its board had worked unanimously on major strategic decisions since 2024, including the acquisition of Encora and the exit from loss-making businesses. It also says the evaluation report gave the CEO the highest possible score of 5 out of 5.
As of 12 September, the central issue is clear: KPMG identified shortcomings in the handling and presentation of the board evaluation, and both directors subsequently resigned. The filing does not establish that the evaluation itself was invalid or that the events affected Coforge’s financial reporting.