An internal audit review conducted by KPMG at Coforge revealed that former Chairman Om Prakash Bhatt specifically instructed that critical board evaluation findings be withheld from the wider board and independent directors.
Key Highlights of the Disclosure
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Restricted Access: According to Coforge’s regulatory disclosures, the internal audit found that the Board Evaluation Report (BER) was restricted and made available solely to OP Bhatt and the Nomination and Remuneration Committee (NRC) chairman, DK Singh. Other board members were kept in the dark on Bhatt’s instructions.
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Concealment of Ratings: When evaluation summaries were verbally presented to the NRC and the full board, physical or digital copies of the reports were not shared. Crucially, the presentation omitted the fact that Bhatt’s own category received the lowest rating in the evaluation.
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Resignation & Context: The governance lapses surfaced shortly after Bhatt failed to secure the required 75% majority vote for his reappointment by shareholders at the company’s AGM, driven by heavy pushback from institutional and public investors. Bhatt subsequently resigned from his post.
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Impact on Financials: Coforge has clarified that these audit observations strictly concern board processes and governance disclosures rather than the company’s financial statements, accounting, or operational performance.
