Businessmen tab on tablet touch screen to deeply reviewing a diagram or chart and financial reports for a return on investment or investment risk analysis or business performance.Bengaluru: Coforge chairman O P Bhatt’s resignation followed an internal audit by KPMG that flagged procedural lapses in the way the company’s board-evaluation reports were shared with directors, including the withholding of the lowest rating given to the chairman, according to people familiar with the development.The audit found that detailed board-evaluation reports were available only to Bhatt and the chair of the nomination and remuneration committee (NRC), and were not shared with other directors, including independent directors. The reports were presented to the NRC and board without copies being circulated, sources said.More significantly, the chairman’s category received the lowest rating in the evaluation, but this was not disclosed or discussed with the NRC or board, they said. Calls and text messages to Bhatt did not elicit a response by press time.The issue surfaced when KPMG reviewed governance processes as part of its Q2 FY26 internal-audit plan. According to the sources, Bhatt instructed the company secretary not to circulate the detailed reports to other directors. The NRC chair subsequently presented the findings jointly with Bhatt at NRC and board meetings. This gave the board the impression that the evaluation had produced broadly positive results despite several sections receiving low scores, sources told TOI.The development led the board to seek an explanation from Bhatt. He resigned on September 8, before the internal audit and governance review was concluded. Bhatt, who became Coforge chairman in 2024 and previously served as chairman of State Bank of India, resigned as chairman and independent director with immediate effect. Vivek Sharma, an independent director, has been designated interim chairman until January 31, 2027.Coforge’s exchange filing on Thursday said the internal auditor found the manner in which evaluation findings were presented “did not cover all relevant aspects and findings”. The sources said the issue was not linked to a financial or operational audit and had no bearing on Coforge’s revenue, profitability or business outlook.Shriram Subramanian, MD of proxy advisory firm InGovern Research Services, said the chairman of the board usually leads the board-evaluation process and is privy to its findings ahead of the NRC or board. “It looks like the chairman OP Bhatt chose to hide the findings where he got the lowest ratings from the Board. This was discovered during the internal audit and hence cast a shadow on the integrity of the process and disclosures. Probably, the reason why Advent may have voted against his reappointment.”The sources, however, rejected speculation that Bhatt’s exit was triggered by disagreements with private equity investor Advent International over strategy or major business decisions.Advent’s presence on Coforge’s board came through its sale of Encora to Coforge. The $2.4-billion transaction was structured largely as an all-stock deal, with sellers including Advent rolling their interests into Coforge. Encora shareholders consequently held about 20% of Coforge. Advent-linked nominees were subsequently brought onto Coforge’s board. However, Coforge’s September 10 clarification said the board, including independent directors, had worked in close co-operation and that key business and governance decisions had been approved unanimously. These included the Encora acquisition, the AdvantageGo divestment, the exit from the data-centre business, the execution of the Sabre contract and the decision to exit the loss-making India government business.The sources said Advent had participated in only a limited number of board meetings and there had been no substantive conflict over these strategic decisions.The internal review remains open, and the sources cautioned that the audit observations should not be treated as a final finding against Bhatt until the process is completed.