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Coforge is facing renewed corporate governance scrutiny after D.K. Singh, the company’s independent director and Chairperson of the Nomination and Remuneration Committee (NRC), resigned from the board amid reported differences and tensions between independent and executive directors.
Singh’s resignation comes just days after former Coforge Chairman O.P. Bhatt stepped down from the company’s board, adding to growing questions over the IT services company’s boardroom dynamics and governance processes.
D.K. Singh Resigns From Coforge Board
Coforge disclosed that D.K. Singh resigned from the board with immediate effect. Singh had been serving as an independent director as well as the chairperson of the NRC.
In his resignation letter, Singh referred to the events of the past several weeks and Bhatt’s departure. He said the circumstances had made it increasingly difficult for him to effectively carry out his responsibilities as an independent director and exercise independent judgment in the interests of the company and its shareholders.
Singh also highlighted differences and tensions that emerged during Coforge’s transition toward a more independent board structure.
Board Tensions Between Independent and Executive Directors
According to Singh, when he joined Coforge’s board in 2024, the company was transitioning from a private-equity-led board toward a more independent structure.
While he said he believed the transition was moving in the right direction, he also pointed to differences and tensions, particularly between independent directors and executive directors.
Singh further raised concerns about possible changes in strategy, transparency and compensation following the addition of new board members.
The comments have added another layer to the governance controversy that has emerged following Bhatt’s resignation.
O.P. Bhatt Resigned Earlier This Week
Bhatt resigned as Coforge’s non-executive independent chairman earlier this week following concerns raised during an internal audit of the company’s board evaluation process.
Coforge said the internal review identified concerns about how the Board Evaluation Report was handled and presented, including the non-disclosure of certain material information related to the chairman’s performance.
The company later disclosed that Bhatt had received the lowest rating among the directors covered by the board evaluation. The finding was not shared with or discussed by the full board or the NRC.
KPMG Audit Raises Governance Questions
KPMG, Coforge’s internal auditor, reviewed the process surrounding the board evaluation exercise and identified gaps in the way evaluation findings were circulated and presented.
According to Coforge, the relevant reports were available to the board chairman and NRC chair but were not made available to other board members, including independent directors.
The company stressed that the audit observations concerned the handling and presentation of the evaluation reports rather than Coforge’s financial reporting or operating performance.
Coforge Disputes Singh’s Claims
Coforge has pushed back against Singh’s characterization of tensions within the board.
The company said it was surprised by his assertion that differences existed between independent and executive directors, describing the claim as unfounded and suggesting that it appeared to be an afterthought.
Coforge also maintained that there had been no change in the company’s strategic direction or priorities and that the board would continue to act in the best interests of stakeholders with integrity and transparency.
Leadership Changes Follow Board Exits
Following Bhatt’s departure, Coforge designated independent director Vivek Sharma as interim chairperson through January 31, 2027.
The company has also moved to reconstitute key board committees following Singh’s resignation. Beth Boucher has been designated as the new chairperson of the NRC, according to the latest company disclosures reported by Business Today.
The changes are aimed at maintaining continuity while Coforge navigates the ongoing board transition.
What Does the Coforge Board Turmoil Mean?
The back-to-back resignations of Bhatt and Singh have placed corporate governance at the centre of attention at Coforge.
For investors, the immediate issue is whether the board changes will affect strategic decision-making, oversight and confidence in the company’s governance framework.
However, Coforge has emphasized that the issues surrounding the board evaluation process are separate from its financial and operational performance. The company has said the governance developments do not affect its business outlook.
The company’s next challenge will be to restore confidence in its board processes while ensuring that disagreements among directors do not disrupt its broader growth strategy.
D.K. Singh’s resignation marks the second major board-level departure at Coforge within days, following O.P. Bhatt’s exit.
The developments have intensified scrutiny of Coforge’s corporate governance, particularly the handling of board evaluation findings and reported differences between independent and executive directors.
While Coforge has rejected Singh’s characterization of internal tensions, the company now faces the task of strengthening transparency and board stability as it moves forward with its business and growth plans.
