Former HDFC Bank Non-Executive Chairman Atanu Chakraborty on Monday criticized the bank's external legal review that cleared the board of any wrongdoing, stating that investors deserved genuine board introspection rather than a mere compliance exercise. Speaking to ANI, Chakraborty revealed that he was never given the Terms of Reference under which the law firms were appointed, despite repeated requests.
Chakraborty's Response to HDFC Bank's Filing
In response to HDFC Bank's stock exchange filing, Chakraborty said, "This refers to the stock exchange filing by HDFC Bank. I had asked them to come through the board of the bank and accordingly the Chair of HDFC asked me to speak to these lawyers named in the stock exchange filing. I further repeatedly requested the Chairman of the Board that I should be given the Terms of Reference under which these lawyers were appointed. The matter is very sensitive. However, despite my repeated requests, the Terms of Reference were never shared with me."
Chakraborty emphasized the difference between legal compliance and genuine governance accountability, stating, "A lawyer can only do the work of compliance check, while investors would have been happier if the Board had introspected on my resignation letter dated March 17, 2026 and shared their thinking."
Background of the Controversy
Chakraborty resigned as Non-Executive Part-Time Chairman on March 17, 2026. His resignation letter reportedly contained serious allegations that prompted the board to commission an international legal review within days. Although the full contents of the letter have not been disclosed, Chakraborty's subsequent references to a "Dubai matter" have sustained investor and media attention for months.
HDFC Bank, in a stock exchange filing to BSE and NSE dated June 26, 2026, announced the conclusion of its external legal review. The review was conducted by US-based Wilson Sonsini Goodrich & Rosati, P.C. and Indian firm Wadia Ghandy & Co. over three months, covering a two-year period preceding the resignation. The firms examined thousands of documents, Board and Committee meeting minutes, and conducted individual interviews with Independent Directors, the MD & CEO, and senior management.
Findings of the Legal Review
The external law firms concluded that Chakraborty's statement and "its implications were not substantiated by the record and witness interviews." They specifically found no contemporaneous evidence in any minutes or materials that he had recorded dissent or raised concerns about values and ethics, including on the so-called "Dubai matter" that Chakraborty had referenced in post-resignation public statements.
On the question of Chakraborty's participation, the filing noted that both the bank and the law firms "repeatedly requested" that he speak with the external lawyers, but that "ultimately the interview with Mr. Chakraborty did not occur."
Competing Narratives
The two sides present conflicting accounts: the bank states that its lawyers asked Chakraborty to participate and he declined, while Chakraborty says he sought the Terms of Reference before engaging and was never provided them. Neither side appears to have compromised. With the bank declaring the review concluded and Chakraborty publicly questioning both the process and its adequacy, the governance controversy at one of India's most closely watched banks shows little sign of fading.
