Gurugram-headquartered IT services firm Coforge has made a startling regulatory disclosure, revealing that its recently resigned chairman, OP Bhatt, instructed that critical internal audit findings and board evaluation reports be withheld from other directors. The withheld documents included a performance review in which Bhatt himself received the lowest rating among all board members.
This disclosure, filed late Thursday, comes just two days after Bhatt's sudden resignation on September 8, 2026. The corporate governance crisis has intensified scrutiny on the company's leadership, especially following a contentious annual general meeting in August where public shareholders actively opposed Bhatt's long-term reappointment.
The KPMG Audit and Withheld Reports
An internal audit conducted by global professional services firm KPMG in early August 2026 red-flagged severe lapses in the company's governance processes. The audit specifically highlighted that the full findings of an April board evaluation, which covered the preceding 12 months, were deliberately kept from the wider board.
According to the regulatory filing, the reports were accessible only to Bhatt and the Nomination and Remuneration Committee (NRC) chairman, DK Singh, who is an independent director. Coforge stated in its disclosure: "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."
The internal auditor further observed that when Bhatt and Singh did present the evaluation findings to the NRC and the board, they did so without sharing physical or digital copies of the actual reports. This presentation method was found to be highly selective, failing to cover all relevant aspects and critical findings, most notably Bhatt's own poor performance rating.
Shareholder Backlash and the Failed Reappointment
The governance lapses coincided with growing shareholder dissatisfaction. At Coforge's 34th Annual General Meeting (AGM) held on August 24, 2026, institutional investors and public shareholders delivered a major blow to Bhatt's leadership. A special resolution proposing his reappointment for a five-year term as an independent director, starting May 2027, failed to secure the mandatory 75 percent majority.
Stock exchange disclosures show that only 65.46 percent of shareholders voted in favor of the resolution, while a significant 34.54 percent voted against it. Although the failed resolution did not immediately terminate his current term, which was set to run until May 2027, it signaled deep investor unease. Key investors had already confronted Bhatt with the preliminary findings of the governance review before the vote took place.
Regulatory Mandates and Committee Oversight
The annual board evaluation process is not merely an internal corporate exercise but a strict statutory requirement in India. Under the Companies Act of 2013 and the Securities and Exchange Board of India (SEBI) Listing Obligations and Disclosure Requirements (LODR) Regulations of 2015, listed companies must conduct structured evaluations of their board, committees, and individual directors.
At Coforge, this mandatory process was conducted under the direct supervision of Bhatt and NRC chairman DK Singh. The company's disclosure that Bhatt's specific category received the lowest rating, and that this was actively concealed, draws scrutiny to the oversight role played by the NRC. The filing noted: "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."
Financial Isolation and Ongoing Investigations
To reassure public markets and prevent a wider sell-off, Coforge emphasized in its regulatory filing that these governance failures do not impact its core business operations or financial health. The Gurugram-based firm stated that the board evaluation process is entirely distinct and isolated from the company's financial reporting, accounting, and statutory audit processes.
However, the corporate governance cleanup is far from over. Coforge confirmed that the internal audit and broader governance review remain active and ongoing. The company's management and remaining board members are currently working to address the procedural gaps identified by KPMG, with further disclosures expected as the investigation concludes.
