Independent director DK Singh resigns from Coforge board, cites differences between independent and executive directors

Following the resignation of O.P. Bhatt, another independent director of Coforge , D.K. Singh, has quit the company, citing differences and tension created by the board transition, particularly between the independent and executive directors. In his resignation email shared by the company with the stock exchanges, Singh wrote, “This has not been an easy decision by any means. However, following the unfortunate events of the past several weeks and resignation of the Chairman - Mr. OP Bhatt early this week, I believe this is the appropriate decision for me at this time”.

Further, in his resignation dated September 10, Singh said even as the company was transitioning from a private equity-led board to a more independent board when he joined in 2024, “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. With the addition of new Board members, there may again be changes in direction and priorities in areas such as strategy, transparency, and compensation et al”.

This resignation comes a day after Coforge disclosed the nature of the internal audit. In Q2FY27, the internal audit plan scope included review of “Hire-to-Retire” and “Accuracy and Completeness of Board Reporting (BR). The internal auditor who 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) found that 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.

“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 had earlier stated in its disclosure, insinuating collusion of non- disclosure by the two directors.

On Singh’s resignation, the company said that, given the reports were available with O.P. Bhatt and D.K. Singh, the board members, including the independent directors, sought explanations from only two directors—the chairman of the board and the NRC chair.

“At the outset, the Board including the independent Directors, are surprised with the allegations that there were differences and tension between the Independent Directors and the Executive Directors. The allegation is unfounded and more pertinently appears as an afterthought,” the company said in the disclosure.

Coforge also said that as a part of the Internal Audit plan for FY27, the internal auditor reviewed the process of Board Evaluation Exercise in July-September 2026 quarter. “The internal auditor reviewed the video recordings of the relevant NRC and Board meetings, the Board Evaluation Reports which was sourced on their behalf from the survey agency and the Minutes of the relevant Board and NRC Meetings to arrive at their observations,” the statement said.

Attributing Singh’s resignation to concerns identified in the internal audit review and explanation sought 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 has also mandated the interim chairperson Vivek Sharma to lead a global search for adding additional independent directors and the new chair and following the exits of two directors, Coforge has reconstituted Nomination and Remuneration Committee (NRC) and Stakeholders’ Relationship Committee (SRC) and Beth Boucher, Non-Executive Independent Director now being the Chairperson of the NRC. The company has also scheduled a call with the investors/ analysts on Monday on recent developments.