Industry Odisha Bureau, Sep11: A new disclosure from Coforge has deepened questions about its board practices. The company said evaluation findings, including the chairman’s own lowest rating, stayed confined to two people. This came at OP Bhatt’s instruction, according to the filing. It follows his resignation as chairman on September 8.
The Core Disclosure
Coforge’s filing named exactly who saw the reports. Only the NRC chair and the board chairman had access. Other board members, including independent directors, were left out. The company attributed this restriction directly to Bhatt.
Notably, the chairman’s category scored lowest across the evaluation. That finding was never placed before the NRC, Coforge said. Nor was it discussed with the full board. The filing quoted this gap in plain terms, noting the finding “was not disclosed or discussed” at either level.
What the Internal Audit Found
An internal audit by KPMG, reported by ET, examined the matter. It looked at how an April evaluation’s findings were handled. The audit reportedly flagged lapses tied to Bhatt’s role in that process. Separately, Coforge’s own reviewer raised presentation concerns.
Copies of the underlying reports were never distributed, the filing said. Presentations to the board reportedly left out relevant findings. Some investors are said to have later raised these findings with Bhatt directly.
Timeline: From AGM to Resignation
The disclosure sits within a longer sequence of events. Bhatt became Coforge’s chairman in May 2024. His term was due to continue until May 2027. He was also lined up for reappointment as independent director.
That reappointment hit a hurdle first. At Coforge’s August 24 annual general meeting, shareholders voted on it. A five-year renewal needed 75% approval under the special resolution. It received only 65.46% support, with 34.54% opposed. The measure failed, yet Bhatt remained on the board.
Weeks later, on September 8, he resigned as chairman. Coforge has not stated the vote or the audit caused this. The sequence remains a matter of timing, not confirmed causation.
The Governance Question at Stake
India requires listed companies to run annual board evaluations. This obligation comes from the Companies Act, 2013, and SEBI’s listing rules. The exercise is meant to test leadership, participation and board effectiveness.
Independent director DK Singh chairs Coforge’s NRC. Evaluations were reportedly overseen by him and Bhatt jointly. When findings stop short of the full board, oversight can weaken. Independent directors, in particular, rely on complete information to function effectively.
A Separate Track From Financial Reporting
Coforge was explicit on one point. This governance matter is distinct from financial reporting, it said. It does not touch the company’s statutory audit process.
Where Things Stand
Coforge confirmed its internal audit and governance review continues. No final findings have been made public so far. The episode leaves open a broader question about board accountability whether formal evaluation processes actually reach the people meant to act on them.
