Coforge independent director D.K. Singh resigns from board amid governance turmoil

Coforge’s Independent Director and Nomination and Remuneration Committee (NRC) Chairperson D.K. Singh has resigned from the company’s board with immediate effect, days after former chairman O.P. Bhatt stepped down following concerns arising from an internal audit, the IT services company informed the stock exchanges on Friday.

Singh submitted his resignation on Thursday, September 10. His exit comes after a KPMG internal audit raised concerns over the handling of Bhatt’s performance evaluation scores, which had been sent to Singh in his capacity as NRC chairman but were not shared with the full board.

In his resignation letter, Singh said the decision followed the “unfortunate events of the past several weeks” and Bhatt’s resignation earlier in the week.

“While I welcome constructive debate and different viewpoints, I believe the current circumstances may make it increasingly difficult for me to effectively fulfill my responsibilities as an independent director and, most importantly, to exercise the independent judgment I believe is necessary to act in the best interests of the company and all of its shareholders,” Singh said.

Singh also said that when he joined Coforge’s board in 2024, the company was transitioning from a private equity-led board to a more independent board. While he believed the transition was moving in the right direction, he said it had also created differences and tension, particularly between independent and executive directors.

He said the addition of new board members could again lead to changes in direction and priorities in areas such as strategy, transparency and compensation.

Board differences

Coforge, in its latest exchange filing, said the board, including its independent directors, was surprised by Singh’s assertion that differences and tension existed between independent and executive directors.

“At the outset, the Board, including the independent Directors are surprised with the allegation 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.

The company also said that, since the performance reports were available with the chairman and the NRC chairperson, board members, including independent directors, had sought explanations from Bhatt and Singh.

The KPMG audit had found that Bhatt’s evaluation scores were available with Singh but had not been circulated to the full board, according to the company’s disclosures and people familiar with the matter.

Second term

Singh’s resignation comes months after he had accepted a five-year second term on Coforge’s board beginning February 2026, following completion of his initial two-year term.

Bhatt had resigned as chairman on September 8, well before his tenure was scheduled to end in April 2027. The company had said there were no other material reasons for his resignation.

The board has now designated Vivek Sharma, a Non-Executive Independent Director, as interim Chairperson until January 31, 2027. Sharma will also lead the search for additional independent directors and help oversee the leadership transition.

NRC reconstituted

Following the departures, Coforge has reconstituted its Nomination and Remuneration Committee and Stakeholders’ Relationship Committee. Beth Boucher, a Non-Executive Independent Director, has been designated as the new chairperson of the NRC.

Coforge has sought to reassure investors that the board remains functional and continues to approve key business strategies unanimously. The company has pointed to major initiatives including the Encora acquisition, execution of the Sabre contract, and strategic exits from Advantage Go, the data-centre business and loss-making Indian government contracts.

Singh, in his resignation letter, said the matters referred to in his communication were the material reasons for his resignation and confirmed that there were no other material reasons for his decision.