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Coforge Rejects Claims of Board Discord After Director Resigns
Coforge is an IT services company dealing with questions about how its board worked.
One director, DK Singh, resigned and said there were differences and tension between independent and executive directors.
Coforge disagreed with that explanation.
The company said the board had worked closely together and approved decisions unanimously since 2024.
An internal review by KPMG found gaps in the audit and board-review process.
It also found that Chairman OP Bhatt had not shared an evaluation report with most directors.
Bhatt and DK Singh were asked to explain what happened and then resigned.
Coforge said the resignations followed those review findings, not a long-running disagreement.
Coforge denied claims of discord between independent and executive directors after DK Singh resigned.
The company said Singh and Chairman OP Bhatt had accepted new five-year board terms before KPMG’s findings emerged.
Coforge said CEO and executive director Sudhir Singh received a 5 out of 5 board-evaluation rating from all four independent directors and another executive director.
An internal review found that Bhatt did not share the Board Evaluation Report with directors other than NRC Chairman DK Singh.
Bhatt resigned on September 8, followed by Singh on September 11; Singh cited “differences and tension,” which Coforge called an afterthought.
- Who
- Coforge, Chairman OP Bhatt, independent director DK Singh, CEO Sudhir Singh, and the company’s board.
- What
- Coforge rejected claims of board discord after Bhatt and DK Singh resigned following an internal governance review.
- Where
- At Coforge; the articles do not specify a particular location.
- When
- KPMG’s findings came to light in August; Bhatt resigned on September 8 and DK Singh on September 11.
- Why
- Coforge said the resignations followed concerns about internal audit and the Board Evaluation Report, while DK Singh cited differences and tension between independent and executive directors.
Coforge’s account
DK Singh’s account
Cause of the resignations
Coforge’s account
Coforge said the resignations followed concerns identified in the internal audit and the board’s process of seeking explanations from OP Bhatt and DK Singh.
DK Singh’s account
DK Singh’s resignation cited “differences and tension” between independent and executive directors.
Board relationships
Coforge’s account
Coforge said prior board evaluations, unanimous decisions since 2024, meeting minutes, and video recordings showed cooperation and cohesion.
DK Singh’s account
DK Singh’s resignation statement indicated that tensions existed between the independent and executive directors.
Timing and explanation
Coforge’s account
Coforge argued that the earlier five-year appointments and Sudhir Singh’s top evaluation rating showed alignment before the audit observations emerged, and called Singh’s explanation an afterthought.
DK Singh’s account
DK Singh resigned after the board sought explanations over the governance concerns and presented the resignation as reflecting differences and tension.
Key facts
- Company
- Coforge, a mid-tier IT services firm
- Internal review
- KPMG identified gaps in Coforge’s internal audit process and board review
- Board evaluation
- CEO and executive director Sudhir Singh received a rating of 5 out of 5
- Evaluation recipients
- Sudhir Singh received the highest rating from all four independent directors and another executive director
- Report-sharing issue
- OP Bhatt shared the Board Evaluation Report only with NRC Chairman DK Singh, according to the audit findings
- Resignation dates
- OP Bhatt resigned on September 8; DK Singh resigned on September 11
- Board decisions
- Coforge said business strategy and governance decisions had been approved unanimously since 2024
Quotes
Coforge
The IT services company Coforge, speaking through its statement
“The Board considers it important to clarify that the chairman and NRC chair’s resignations followed the concerns identified in the internal audit review and the subsequent process undertaken by the Board to seek and consider their explanation in relation to those concerns.”
financialexpress.com
“These facts demonstrate that, prior to the internal audit observations and the subsequent matters arising from them, the Board Evaluation process reflected a high degree of alignment and confidence between the independent directors and executive directors.”
financialexpress.com
Sources
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