HDFC Bank Defends Governance After Chakraborty Exit
Interim chairman Keki Mistry says external review found former chair’s concerns were not supported by records and interviews
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HDFC Bank has defended its governance standards after the resignation of former Part-time Chairman and Independent Director Atanu Chakraborty, saying an external legal review found that concerns raised in his resignation letter were not supported by records or witness interviews.
In its annual report released on 10 July, the bank said the review examined board minutes, documents, communications and interviews with independent directors and senior management members after Chakraborty’s exit on 18 March.
Chakraborty had cited certain “happenings and practices” at the bank over the previous two years that did not align with his personal values and ethics when he stepped down, triggering questions over governance processes at India’s largest private sector lender.
HDFC Bank said the board appointed external law firms to independently assess the issues raised in Chakraborty’s resignation letter. A Special Committee of Independent Directors oversaw the review and ensured appropriate information flow between the bank and the advisers.
The bank said the findings were shared with stock exchanges on 26 June and showed that the statements made by Chakraborty and their implications were not supported by the records reviewed or witness interviews conducted.
Following Chakraborty’s resignation, the bank appointed Keki Mistry as interim Part-time Chairman with approval from the Reserve Bank of India to ensure continuity.
“The Bank remains firmly rooted in strong corporate governance principles and values,” Mistry said in his message to shareholders.
The lender said the review did not identify any issue that would have a material impact on its financial statements for the year ended 31 March 2026.
The annual report said the legal review covered the two years preceding Chakraborty’s resignation and included interactions with independent directors and senior executives, including Mistry and heads of control and assurance functions.
The episode marked one of the biggest governance tests for HDFC Bank following its merger with HDFC Ltd. The lender’s response has focused on demonstrating that its board processes, oversight mechanisms and internal controls remained intact.
The annual report also disclosed remuneration details related to Chakraborty’s tenure. He was entitled to fixed remuneration of ₹50 lakh for FY26, approved by the RBI, but received a proportionate amount after resigning on 18 March.
He also received sitting fees for board and committee meetings and benefits related to an official vehicle until his departure. Other non-executive directors received fixed remuneration of ₹30 lakh for FY26, along with sitting fees and reimbursement of meeting-related expenses, in line with RBI governance rules.
