IT services firm Coforge independent director DK Singh, who chaired the company’s nomination and remuneration committee (NRC), has resigned from the board with immediate effect, the company noted in a stock exchange filing on Friday, marking the second board-level exit at the IT services company within a week.
Singh’s resignation follows the exit of former chairman Om Prakash Bhatt on Tuesday. Singh and Bhatt, under Bhatt's instructions, had suppressed certain material information from the company's board evaluation report. This was questioned by the firm's internal auditor KPMG, as ET reported exclusively on Thursday.
“When I joined the Board in 2024, it was transitioning from a private equity-led Board to a more independent Board. 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,” Singh said in his resignation letter.
"It is reiterated that with the recent addition of board members coming in, there has not been any change in direction and priorities in terms of strategy and the Board will continue to act in the best interest of all stakeholders with integrity and transparency," the board said in response to Singh's letter.
The board additionally expressed surprise at Singh's allegations of tension between the independent and the executive directors and claimed it, "is unfounded and more pertinently appears as an afterthought."
“While I welcome constructive debate and different viewpoints, I believe the current circumstances may make it increasingly difficult for me to effectively fulfil my responsibilities as an independent director,” Singh added in his letter.
Independent director Vivek Sharma has been appointed interim chairperson until January 31, 2027. Additionally, the Noida-headquartered company's board has reconstituted the NRC and Stakeholders' Relationship Committee (SRC) and has designated Beth Boucher, Non-Executive Independent Director, as the Chairperson of the NRC.
Responding to Singh’s resignation, Coforge’s board said his exit followed concerns identified in the internal audit and the subsequent process through which the board sought explanations from him and former chairman OP Bhatt.
“As stated, an explanation has been sought only from the Chairman of the Board and NRC Chair. The internal audit/governance review, and the observations referred to above should be viewed in that context. It is apparent that the NRC Chair has resigned as a consequence of these events,” it said.
Prior to the internal audit observations being raised, Singh had accepted a five-year second term with the board starting in February 2026
The board reiterated that the internal auditor found gaps in the circulation and presentation of reports arising from Coforge’s board evaluation for fiscal 2026. These reports were available to Singh, as NRC chairman, and Bhatt, who was then chairman of the board, but were not provided to other board members, including independent directors.
It also said the manner in which Bhatt and Singh presented the findings to the NRC and the board, without circulating the reports, did not cover all the relevant findings.
One of the findings not disclosed or discussed with the NRC or the board was that Bhatt had received the lowest rating among the directors covered by the evaluation. Meanwhile, as per the Board Evaluation Report (BER), the CEO received a rating of five out of five, given by five of the six board members.
The internal review examined the evaluation reports, supporting documents, board minutes and recordings of meetings at which the findings were presented. Coforge said the matter concerned its board evaluation process and was unrelated to its financial statements, revenue, profitability or business outlook.
The dispute arose over findings from an April board evaluation that were not shared with other directors. KPMG subsequently reviewed the process as part of Coforge’s internal audit plan and raised concerns about the handling and presentation of the information.
