A green flag, a red flag and an exit: the 43-day board tussle at Coforge

The 8 September resignation ended O.P. Bhatt's 27-month stint at Coforge and triggered a flurry of disclosures, as the company detailed what happened behind the boardroom doors.SummaryVeteran banker Bhatt was set for five more years as Coforge chairman. Then, over 43 days, came an audit flag, a low board rating, opposition from the largest shareholder and a 3 am resignation. A look at what unfolded behind the boardroom doorsGift this articleCheck your portfolioThis is a Mint Premium article gifted to you.Subscribe to enjoy similar stories.

In just 43 days, O.P. Bhatt went from being backed for another five years as Coforge Ltd chairman to abruptly resigning. In between, the firm’s largest shareholder opposed his continuation; an internal audit flagged gaps in Bhatt's sharing of a board evaluation report in which he was rated lowest; and fellow directors sought answers from the veteran banker.

State Bank of India’s former chairman, Bhatt served as an independent director on close to a dozen listed companies in the last 15 years, since he retired from the country’s largest bank in 2011.

The 8 September resignation ended Bhatt's 27-month stint at Coforge and triggered a flurry of disclosures, as the company detailed what happened behind the boardroom doors.

According to three executives in the know and the five regulatory filings made by Coforge within two days, two key events played out.

Firstly, private equity giant Advent International, the largest shareholder owning 21.18% of Coforge, had reservations over Bhatt continuing as chairman until 2032 owing to his age as he would have turned 82, said an executive of the IT (information technology) services firm.

And finally, when the internal auditor raised questions with the nine-member board of Coforge on the board evaluation exercise, it sought Bhatt’s responses. The veteran banker responded, but also decided to quit, a surprise for the company, the executive added.

“Advent may have had reservations about his continuation until 2032, especially in the age of AI (artificial intelligence). But his resignation was a surprise,” said the executive cited above.

The action leading to Bhatt’s resignation on 8 September started on 27 July, when the four-member nomination and remuneration committee (NRC) approved Bhatt's continuation as chairman from 1 May 2027 to 30 April 2032.

The NRC, headed by independent director D.K. Singh, included Bhatt, independent director Mary Beth Boucher and Advent’s managing partner and nominee, Shweta Jalan.

Advent came aboard only this fiscal year. Jalan and director Atin Jain joined the Coforge board on 23 April, after Coforge closed Indian IT’s largest acquisition. A third executive, Vivek Sharma, a senior advisor to Advent, joined in April. Sharma has now been made the interim chairman until 31 January 2027.

Last December, Coforge, which has no promoter, had announced the acquisition of Encora, a US-based data analytics and digital engineering firm, for $2.39 billion. As part of the deal, Coforge gave shares to Encora’s majority owner, Advent, which eventually took a 21% stake in the Noida-based IT services firm.

At the board meeting in July, the NRC unanimously agreed to grant Bhatt a second term, according to a third executive.

Then, it was business as usual for a week.

Sometime in the first week of August, internal auditor KPMG found internal irregularities in Coforge’s board evaluation exercise for the year ended March 2026, according to a second executive.