In another major boardroom fallout at Coforge, its non-executive independent director and Nomination and Remuneration Committee Chairperson D K Singh has resigned, alleging “differences and tension” between independent and executive directors.
The IT services firm, however, refuted Singh’s claims as “unfounded” and an “afterthought”, saying his resignation followed an internal audit review that flagged governance lapses in how he and former Chairman O P Bhatt handled a board evaluation exercise.
The development comes just days after Bhatt abruptly stepped down as Chairman of Coforge following the internal audit’s findings that he and Singh withheld crucial board evaluation reports, including the lowest rating assigned to theChairman’s category, from other board members.
The former State Bank of India chairman had also failed to secure the required 75 per cent special resolution threshold at the company’s Annual General Meeting on August 24 for his reappointment as independent director, securing only 65.47 per cent of votes in favour.
Following Singh’s resignation with immediate effect on Friday, the Coforge board has reconstituted its committees, designating Non-Executive Independent Director Beth Boucher as the new Chairperson of the NRC, the company said in a regulatory filing.
As interim Chair till January 31, 2027, Vivek Sharma will lead a global search to induct additional independent directors and oversee the election of a new board chair by January 31, 2027.
In his resignation email dated September 10, Singh stated that following the “unfortunate events of the past several weeks” and Bhatt’s exit, he felt it was the appropriate time to step down.
“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 Throughout my tenure, I have always believed that an independent director has a responsibility to ask thoughtful questions, provide independent judgement, and make decisions based on what is in the best long-term interests of the company and its shareholders.
“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 and, most importantly, to exercise the independent judgement I believe is necessary to act in the best interests of the company and all of its shareholders,” he said.
He noted that with new incoming board members, there could be shifts in direction and priorities in areas such as strategy, transparency, and compensation.
Countering Singh’s statements, Coforge issued a point-by-point rebuttal in the filing, expressing surprise at the allegations.”The allegation is unfounded and more pertinently appears as an afterthought,” the company said, adding that the board has functioned with close cooperation and unanimity since 2024.
Coforge clarified that Singh’s resignation directly followed concerns raised by the internal auditor regarding the Board Evaluation Exercise for the JulySeptember 2026 quarter.
According to the company, the internal auditor observed that evaluation reports sourced from an external survey agency were made available only to Bhatt and Singh. Departing from past practice, copies were not shared with other boardmembers..
Furthermore, the presentation made to the board did not disclose all relevant aspects and findings, including that the Chairman’s performance category had received the lowest rating in the evaluation.
“The Board considers it important to clarify that the NRC Chair’s resignation followed the concerns identified in the internal audit review and the subsequent process undertaken by the Board to seek and consider his explanation in relation to those concerns from both the Chairman of the Board and the NRC Chair.
“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,” Coforge said in the filing.
The company also noted that prior to the audit observations, Singh had accepted a five-year second term starting in February 2026 after completing his initial two-year stint.
Similarly, OP Bhatt had also agreed to accept a five-year second term in July 2026 with the Board, after completion of his first term of three years.
