Bhatt’s low ratings in board evaluation report suppressed says Coforge’s internal auditor review
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In a late-night update to the exchanges on Thursday, Noida-headquartered Coforge shared additional information on its internal audit review, an issue at the heart of the abrupt exit of its former chairman O.P. Bhatt.
What did the company say in the statement?
The mid-cap IT services company, in its statement, said that the evaluation of the performance of the Board, its committees and individual directors being a statutory requirement under the listing norms, the company conducted the exercise for 2025-26.
On the back of the company’s audit committee finalising an internal audit plan at the beginning of each financial year, “the same exercise 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),” the statement said.
The internal auditor reviewed reports on the board evaluation process, and the process relating to the sharing and presentation of such reports to the Board and the nomination and remuneration committee (NRC).
“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 instructions of the Chairman of the Board,” said the company. The internal auditor had observed that the relevant reports were available only to NRC Chair DK Singh, another independent director on the Board, and the Chairman, but not made available to other members, at the instructions of the Chairman. “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,” Coforge said in its disclosure .
It is pertinent to note that Bhatt was also a member of the company’s Audit Committee, and Capital Raising Committee and chairman of the company’s Stakeholders’ Relationship Committee at Coforge. Following Advent receiving a stake in Coforge as part of the company $2.5-billion acquisition of Encora, the PE firm’s nominee directors Shweta Jalan and Atin Jain were onboarded as members of the audit committee and the NRC, respectively, in April.
With Coforge’s stock taking a hit following the unravelling of recent events. the company reiterated that the board members evaluation does not have anything to do with 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. “The internal audit/governance review remains ongoing, and the observations referred to above should be viewed in that context. The company remains committed to ensuring that its governance process is transparent,” Coforge stated.