Clarifying the reports about the sudden exit of its Non-Executive Chairman, OP Bhatt, Coforge on Friday said that Bhatt did not share the complete findings of the Board evaluation report prepared by the internal auditor with the Board and the Nomination and Remuneration Committee (NRC).
The latest clarification has further complicated matters between the outgoing Chairman and the company, raising serious governance issues at the mid-tier IT services company.
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, the company said.
However, “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 in the clarification note filed to the stock exchanges.
The internal auditor has further observed that the manner in which the evaluation findings were presented (without sharing copies of the Reports), by the Chairman of the Board and the NRC Chair, to the NRC and the Board, did not cover all relevant aspects and findings, it said.
“In particular, while the Chairman’s category received the lowest rating in the Reports, this finding was not disclosed or discussed before the NRC or the Board by the NRC Chair and the Chairman of the Board,” the company added.
Bhatt, a former chairman of State Bank of India (SBI), was also a member of the NRC, while the committee was headed by non-executive independent director DK Singh.
The company further said that the internal audit/ governance review was ongoing, and the company ‘remains committed’ to ensuring that its governance processes are transparent.
According to the company, the Board has worked in close cooperation, with all business strategies and governance decisions being approved unanimously, which has enabled it to take key decisions expeditiously.
“These decisions included the divestment of the AdvantageGo business, exit from the data centre business, acquisition of Encora, execution of the Sabre contract and decision to exit the loss-making India government business,” it said.
The Noida-based tech company also clarified that it conducted the Board evaluation exercise for the financial year 25-26, as required under applicable regulations and rules adding that the Board evaluation process was entirely distinct from the company’s financial reporting and audit processes.
“The matters relating to the evaluation of Board members does 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,” it said.
Coforge also said that separately, as part of the company’s internal control framework, the annual internal audit plan was finalised in the beginning of each financial year by the company’s’ Audit Committee, which was done in April 2026 for FY 27.
“In Q2FY27, the internal audit plan scope included two areas for review. They were “Hire-to-Retire” and “Accuracy and Completeness of Board reporting (BR)”. Accordingly, as part of the scope of this review, the internal auditor also considered reports (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,” it added.