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Ex-HDFC Bank chairman questions legal review after probe rejects resignation claims

HDFC Bank’s external law firms find no evidence of governance lapses as ex-chairman insists he did not need third-party validation of his ethical stand

Former HDFC Bank chairman Atanu Chakraborty has questioned the necessity of the independent legal review commissioned by the bank to examine the circumstances surrounding his resignation, saying the exercise lacked transparency as he was never informed about its mandate or legal basis.

Responding after HDFC Bank disclosed that the review had found no evidence supporting the concerns raised in his resignation letter, Chakraborty said he chose not to participate because the bank did not share the terms of reference despite repeated requests. Speaking to Mint, he said he had sought details of the review's scope on multiple occasions before deciding against engaging with the process. He also maintained that he did not require an external agency to validate the position he had taken while stepping down.

The comments came a day after HDFC Bank informed stock exchanges that an independent review conducted by two external law firms had found no material to substantiate the issues highlighted in Chakraborty's resignation letter submitted in March. According to the bank, the review examined board and committee records, contemporaneous documents, and included interactions with independent directors, senior executives and key control function heads. It concluded that the available evidence did not support the allegations or concerns outlined by the former chairman.

Chakraborty's resignation on March 17 had triggered widespread debate over governance standards at India's largest private-sector lender. In his resignation letter, he had stated that developments and practices within the bank over the previous two years were inconsistent with his personal values and ethical standards, though he did not specify any particular instances. The disclosure prompted investor concern and led the board to commission an independent legal review.

The bank appointed Indian law firm Wadia Ghandy & Co along with US-based Wilson Sonsini Goodrich & Rosati to conduct the exercise, stating that the objective was to provide the board with an independent assessment and reinforce governance standards. Following the completion of the review, HDFC Bank said the findings did not corroborate the assertions made in Chakraborty's resignation letter and that no governance lapses requiring board action had been identified. The lender added that the review process had concluded and reiterated its commitment to maintaining high standards of corporate governance.

The episode comes at a critical time for HDFC Bank as it awaits regulatory clearances on key leadership matters, including the reappointment of Managing Director and Chief Executive Officer Sashidhar Jagdishan. The governance concerns that surfaced after Chakraborty's resignation had weighed on investor sentiment earlier this year, prompting the board to seek an external review before proceeding with important leadership and regulatory decisions.