Coforge Chairman OP Bhatt got lowest rating, report not disclosed to Board

Coforge Ltd on Friday said OP Bhatt, who resigned as Chairman of the company earlier this week, received the lowest rating in the Board evaluation process. The finding was neither disclosed nor discussed with the Nomination and Remuneration Committee (NRC) or the Board by the NRC Chairperson or the Chairman of the Board.

The internal auditor also observed that the manner in which the evaluation findings were presented by the Chairman of the Board and the NRC Chair to the NRC and the Board, without sharing copies of the reports, did not cover all relevant aspects and findings, the company said in a filing.

“The relevant reports were available to the NRC Chair and the Chairman of the Board alone but were not made available to other members of the Board, including the independent directors, at the instruction of the Chairman of the Board,” the company said.

DK Singh is the Chairman of the NRC, according to Coforge’s Annual Report for FY26. KPMG Assurance and Consulting Services LLP is the internal auditor of the company. The NRC is responsible for matters such as recommending the appointment and removal of directors and senior management, evaluating directors’ performance, recommending directors’ remuneration, and developing criteria for the qualifications and independence of directors.

It is relevant to note that the observations of the internal auditor relate to the manner in which the reports and the findings arising from the Board Evaluation exercise were circulated, presented and discussed before the NRC and the Board by the NRC Chair and the Chairman of the Board, Coforge said.

Gurugram-registered Coforge, an AI-native engineering services leader operating in 33 countries, announced on September 9 that OP Bhatt had resigned as its non-executive independent director and Chairman, effective immediately.

The company said there was “no other material reason” for his resignation apart from the reason contained in his resignation email dated September 8. Bhatt’s resignation came after an internal audit review of the company’s Board evaluation exercise and the resulting Board evaluation report (BER).

The review was part of Coforge’s internal audit plan for the second quarter. “The evaluation of the performance of the Board, its committees and individual directors is an annual corporate governance requirement under the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015,” it said.

Accordingly, the company conducted the Board evaluation exercise for FY25-26, as required under applicable regulations and rules, Coforge said. The evaluation process provides a basis for assessing the effectiveness with which the Board, its committees and individual directors discharge their respective roles and responsibilities, it said.

“The Board evaluation process is entirely distinct from the company's financial reporting and audit processes. The matters relating to the evaluation of Board members do not concern the company's financial statements, accounting policies, revenue or profitability has no bearing on the company's financial or operational performance or its business and growth outlook,” Coforge said.

In Q2FY27, the internal audit plan included two areas for review: “Hire-to-Retire” and “Accuracy and Completeness of Board reporting (BR)”, it said. “Accordingly, as part of the scope of this review, the internal auditor also considered reports in connection with the Board evaluation process, and the process relating to the sharing and presentation of such reports to the Board and the NRC.” “The inclusion of the reports within the scope of the internal audit was therefore in the context of reviewing the relevant governance processes and should not be construed as an audit or review of the company’s financial statements or financial reporting,” it said.

George Mathew is an Associate Editor with The Indian Express, based in Mumbai. A veteran of financial journalism with nearly three decades of experience, he is one of the country’s most authoritative voices on banking, regulation, and the corporate sector.

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