UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
______________
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
(Amendment
No. 3)*
|
GENPACT
LIMITED
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||
|
(Name
of Issuer)
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||
|
Common
Shares, par value $0.01 per share
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||
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(Title
of Class of Securities)
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||
| G3922B107 | ||
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(CUSIP
Number)
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||
|
March
26, 2010
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||
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(Date
of Event Which Requires Filing of this Statement)
(Note:
This Amendment No. 3 is not required; it is filed
voluntarily.)
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||
Check the
appropriate box to designate the rule pursuant to which this Schedule is
filed:
¨ Rule
13d-1(b)
¨ Rule
13d-1(c)
x Rule
13d-1(d)
*The
remainder of this cover page shall be filled out for a reporting person’s
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The
information required in the remainder of this cover page shall not be deemed to
be “filed” for the purpose of Section 18 of the Securities Exchange Act of
1934 (“Act”) or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
|
CUSIP
No. G3922B107
|
13G
|
Page
2
|
|
1
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NAMES
OF REPORTING PERSONS
GE
Capital (Mauritius) Holdings Ltd.
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||||
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2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
¨
(b)
x
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|||
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3
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SEC
USE ONLY
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||||
|
4
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CITIZENSHIP
OR PLACE OF ORGANIZATION
Mauritius
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||||
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH:
|
5
|
SOLE
VOTING POWER
19,947,364
(1)
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|||
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6
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SHARED
VOTING POWER
0
(1)
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||||
|
7
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SOLE
DISPOSITIVE POWER
19,947,364
(1)
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||||
|
8
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SHARED
DISPOSITIVE POWER
0
(1)
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||||
|
9
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,947,364
(1)
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||||
|
10
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
See
Items 4 and 8
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x
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|||
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.1%
(1)
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||||
|
12
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TYPE
OF REPORTING PERSON
CO
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||||
(1) See
Items 4 and 8 of this Schedule 13G (Amendment No. 3).
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CUSIP
No. G3922B107
|
13G
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Page
3
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|
1
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NAMES
OF REPORTING PERSONS
GE
Capital International (Mauritius)
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||||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
¨
(b)
x
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|||
|
3
|
SEC
USE ONLY
|
||||
|
4
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CITIZENSHIP
OR PLACE OF ORGANIZATION
Mauritius
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||||
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH:
|
5
|
SOLE
VOTING POWER
0
(1)
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|||
|
6
|
SHARED
VOTING POWER
19,947,364
(1)
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||||
|
7
|
SOLE
DISPOSITIVE POWER
0
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||||
|
8
|
SHARED
DISPOSITIVE POWER
19,947,364
(1)
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||||
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9
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,947,364
(1)
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||||
|
10
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
See
Items 4 and 8
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x
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|||
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.1%
(1)
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||||
|
12
|
TYPE
OF REPORTING PERSON
CO
|
||||
(1) See
Items 4 and 8 of this Schedule 13G (Amendment No. 3).
|
CUSIP
No. G3922B107
|
13G
|
Page
4
|
|
1
|
NAMES
OF REPORTING PERSONS
GE
Indian Services Holding Private Limited
|
||||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
¨
(b)
x
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|||
|
3
|
SEC
USE ONLY
|
||||
|
4
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CITIZENSHIP
OR PLACE OF ORGANIZATION
India
|
||||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH:
|
5
|
SOLE
VOTING POWER
0
|
|||
|
6
|
SHARED
VOTING POWER
19,947,364
(1)
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||||
|
7
|
SOLE
DISPOSITIVE POWER
0
|
||||
|
8
|
SHARED
DISPOSITIVE POWER
19,947,364
(1)
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||||
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,947,364
(1)
|
||||
|
10
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
See
Items 4 and 8
|
x
|
|||
|
11
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.1%(1)
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||||
|
12
|
TYPE
OF REPORTING PERSON
CO
|
||||
(1) See
Items 4 and 8 of this Schedule 13G (Amendment No. 3).
|
CUSIP
No. G3922B107
|
13G
|
Page
5
|
|
1
|
NAMES
OF REPORTING PERSONS
GE
India Ventures LLC
|
||||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
¨
(b)
x
|
|||
|
3
|
SEC
USE ONLY
|
||||
|
4
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CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
||||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH:
|
5
|
SOLE
VOTING POWER
0
|
|||
|
6
|
SHARED
VOTING POWER
19,947,364
(1)
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||||
|
7
|
SOLE
DISPOSITIVE POWER
0
|
||||
|
8
|
SHARED
DISPOSITIVE POWER
19,947,364
(1)
|
||||
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,947,364
(1)
|
||||
|
10
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
See
Items 4 and 8
|
x
|
|||
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.1%
(1)
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||||
|
12
|
TYPE
OF REPORTING PERSON
CO
|
||||
(1) See
Items 4 and 8 of this Schedule 13G (Amendment No. 3).
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CUSIP
No. G3922B107
|
13G
|
Page
6
|
|
1
|
NAMES
OF REPORTING PERSONS
General
Electric Capital Services Indian Investments LLC
|
||||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
¨
(b)
x
|
|||
|
3
|
SEC
USE ONLY
|
||||
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
||||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH:
|
5
|
SOLE
VOTING POWER
0
|
|||
|
6
|
SHARED
VOTING POWER
19,947,364
(1)
|
||||
|
7
|
SOLE
DISPOSITIVE POWER
0
|
||||
|
8
|
SHARED
DISPOSITIVE POWER
19,947,364
(1)
|
||||
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,947,364
(1)
|
||||
|
10
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
See
Items 4 and 8
|
x
|
|||
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.1%
(1)
|
||||
|
12
|
TYPE
OF REPORTING PERSON
CO
|
||||
(1) See
Items 4 and 8 of this Schedule 13G (Amendment No. 3).
|
CUSIP
No. G3922B107
|
13G
|
Page
7
|
|
1
|
NAMES
OF REPORTING PERSONS
General
Electric Capital Corporation
|
||||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
¨
(b)
x
|
|||
|
3
|
SEC
USE ONLY
|
||||
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
||||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH:
|
5
|
SOLE
VOTING POWER
0
|
|||
|
6
|
SHARED
VOTING POWER
19,947,364
(1)
|
||||
|
7
|
SOLE
DISPOSITIVE POWER
0
|
||||
|
8
|
SHARED
DISPOSITIVE POWER
19,947,364
(1)
|
||||
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,947,364
(1)
|
||||
|
10
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
See
Items 4 and 8
|
x
|
|||
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.1%
(1)
|
||||
|
12
|
TYPE
OF REPORTING PERSON
CO
|
||||
(1) See
Items 4 and 8 of this Schedule 13G (Amendment No. 3).
|
CUSIP
No. G3922B107
|
13G
|
Page
8
|
|
1
|
NAMES
OF REPORTING PERSONS
General
Electric Capital Services, Inc.
|
||||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
¨
(b)
x
|
|||
|
3
|
SEC
USE ONLY
|
||||
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
||||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH:
|
5
|
SOLE
VOTING POWER
0
|
|||
|
6
|
SHARED
VOTING POWER
19,947,364
(1)
|
||||
|
7
|
SOLE
DISPOSITIVE POWER
0
|
||||
|
8
|
SHARED
DISPOSITIVE POWER
19,947,364
(1)
|
||||
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,947,364
(1)
|
||||
|
10
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
See
Items 4 and 8
|
x
|
|||
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.1%
(1)
|
||||
|
12
|
TYPE
OF REPORTING PERSON
CO
|
||||
(1) See
Items 4 and 8 of this Schedule 13G (Amendment No. 3).
|
CUSIP
No. G3922B107
|
13G
|
Page
9
|
|
1
|
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
General
Electric Company
|
||||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
¨
(b)
x
|
|||
|
3
|
SEC
USE ONLY
|
||||
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
New
York
|
||||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH:
|
5
|
SOLE
VOTING POWER
0
|
|||
|
6
|
SHARED
VOTING POWER
19,947,364
(1)
|
||||
|
7
|
SOLE
DISPOSITIVE POWER
0
|
||||
|
8
|
SHARED
DISPOSITIVE POWER
19,947,364
(1)
|
||||
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,947,364
(1)
|
||||
|
10
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
See
Items 4 and 8
|
x
|
|||
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.1%
(1)
|
||||
|
12
|
TYPE
OF REPORTING PERSON
CO
|
||||
(1) See
Items 4 and 8 of this Schedule 13G (Amendment No. 3).
|
|
Item
1(a). Name of Issuer:
|
Genpact
Limited (the “Issuer”)
|
|
Item
1(b). Address of Issuer’s Principal Executive
Offices:
|
Canon's
Court, 22 Victoria Street, Hamilton HM, Bermuda
|
|
Item
2(a). Name of Person
Filing:
|
This
statement is being filed by each of:
GE
Capital (Mauritius) Holdings Ltd. (“Holdings”)
GE
Capital International (Mauritius) (“International”)
GE Indian
Services Holding Private Limited (“Indian Holding”)
GE India
Ventures LLC (“India Ventures”)
General
Electric Capital Services Indian Investments LLC (“Indian
Investments”)
General
Electric Capital Corporation (“GECC”)
General
Electric Capital Services, Inc. (“GECS”)
General
Electric Company (“GE”)
Holdings
is owned by GECC, India Ventures and International. International is
owned by India Ventures and Indian Holding, which is a subsidiary of India
Ventures, which is a subsidiary of Indian Investments, which is a subsidiary of
GECC, which is a subsidiary of GECS, which is a subsidiary of GE.
Holdings,
International, Indian Holding, India Ventures, Indian Investments, GECC, GECS
and GE are referred to herein collectively as the “Reporting
Persons”.
An
agreement among the Reporting Persons that this statement be filed on behalf of
each of them is attached hereto as Exhibit 1.
|
|
Item
2(b). Address of Principal Business Office or, if none,
Residence:
|
The
principal business offices of Holdings, International and India Ventures are
located at Suite 413-414, Regus Mauritius, Ebene Heights 34, Cybercity, Ebene,
Mauritius. The principal business offices of Indian Holding are
located at AIFACS Building, 1 Rafe Marg, New Delhi, 110001 India. The
principal business office of Indian Investments are located at 800 Long Ridge
Road, Stamford, CT 06927. The principal business office of GECC is
located at 901 Main Avenue, Norwalk, CT 06851. The principal business
offices of GECS and GE are located at 3135 Easton Turnpike, Fairfield, CT
06828.
|
|
Item
2(c). Citizenship:
|
Each of
Holdings, International and India Ventures is a Mauritius
company. Indian Holding is an Indian company. Indian
Investments is a Delaware limited liability company. Each of GECC and
GECS is a Delaware corporation. GE is a New York
corporation.
|
|
Item
2(d). Title and Class of
Securities:
|
Common
Shares, par value $0.01 per share (the “Common Shares”)
|
|
Item
2(e). CUSIP Number:
|
G3922B107
Page 10
|
|
Item
3. If This Statement is Filed Pursuant to Rule 13d-1(b) or
13d-2(b) or (c), Check Whether the Person Filing is
a:
|
|
|
(a)
|
¨
|
Broker
or dealer registered under Section 15 of the
Act
|
|
|
(b)
|
¨
|
Bank
as defined in Section 3(a)(6) of the
Act
|
|
|
(c)
|
¨
|
Insurance
company as defined in Section 3(a)(19) of the
Act
|
|
|
(d)
|
¨
|
Investment
company registered under Section 8 of the Investment Company Act of
1940
|
|
|
(e)
|
¨
|
An
investment adviser in accordance with Rule
13d-1(b)(1)(ii)(E)
|
|
|
(f)
|
¨
|
An
employee benefit plan or endowment fund in accordance with Rule
13d-1(b)(1)(ii)(F)
|
|
|
(g)
|
¨
|
A
parent holding company or control person in accordance with Rule
13d-1(b)(1)(ii)(G)
|
|
|
(h)
|
¨
|
A
savings association as defined in Section 3(b) of the Federal Deposit
Insurance Act
|
|
|
(i)
|
¨
|
A
church plan that is excluded from the definition of an investment company
under Section 3(c)(14) of the Investment Company Act of
1940
|
|
|
(j)
|
¨
|
A
non-U.S. institution in accordance with Rule
13d–1(b)(1)(ii)(J)
|
|
|
(k)
|
¨
|
Group,
in accordance with Rule
13d-1(b)(1)(ii)(K)
|
If filing
as a non-U.S. institution in accordance with Rule 13d–1(b)(1)(ii)(J), please
specify the type of institution:
|
|
Item
4. Ownership.
|
(a)-(c) The
responses of the Reporting Persons to Rows 5, 6, 7, 8, 9 and 11 in each of their
respective cover pages to this Schedule 13G are incorporated herein by
reference.
As of
March 26, 2010, Holdings was the direct beneficial owner of 19,947,364 Common
Shares of the Issuer. GE and the other Reporting Persons, indirectly
through subsidiaries, may be deemed to have beneficial ownership of these
shares. Nothing in this Schedule 13G shall be deemed to constitute an
admission by any Reporting Person that it is the beneficial owner of any of the
Common Shares of the Issuer, other than the Common Shares held directly or
indirectly by such Reporting Person, for purposes of Section 13(d) of the
Securities Exchange Act of 1934, as amended, or for any other purpose, and such
beneficial ownership is expressly disclaimed. Based on 218,251,706
Common Shares outstanding (according to the Prospectus Supplement filed by the
Issuer on March 19, 2010), the 19,947,364 Common Shares directly held by
Holdings represents approximately 9.1% of the outstanding Common
Shares.
The
foregoing excludes 19,980,978 Common Shares and 19,022 Common Shares sold by
Holdings and International, respectively, on March 24, 2010, in a public
offering. However, notwithstanding such sales, Holdings and
International have voting power over such sold shares at the Issuer’s 2010
Annual General Meeting of Shareholders to be held on April 6, 2010, since they
owned such shares on March 1, 2010, the record date for the Annual
Meeting.
Additionally,
the share ownership reported above by the Reporting Persons does not include any
Common Shares owned by the other parties to the shareholder
agreement. See Item 8.
Page 11
|
|
Item
5. Ownership of Five Percent or Less of a
Class.
|
If this
statement is being filed to report the fact that as of the date hereof the
Reporting Persons have ceased to be the beneficial owners of more than five
percent of the Common Shares, check the following [ ].
|
|
Item
6. Ownership of More than Five Percent on Behalf of Another
Person.
|
Holdings
is a party to an internal cash-settled swap arrangement with an indirect
wholly-owned subsidiary of GECC as the counterparty relating to 19,947,364
notional Common Shares (the “referenced assets”) having a reference price of
$15.53 per notional share. Following the swap’s maturity (March 24,
2015) or the date of earlier acceleration thereof, Holdings will be obligated to
pay the counterparty in cash an amount determined by reference to price
appreciation above the reference price, and the counterparty will be obligated
to pay Holdings in cash an amount determined by reference to price depreciation
below the reference price. In addition, Holdings is obligated to pay
the counterparty an amount equal to distributions received on the referenced
assets during the term of the swap. The counterparty neither has nor
shares voting or investment power over Common Shares.
|
|
Item
7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent Holding Company or
Control Person.
|
Not
applicable.
|
|
Item
8. Identification and Classification of Members of the
Group.
|
See Item
4.
Shareholders
Agreement
The
Issuer, Holdings (the “GE Shareholder”), and certain affiliates of General
Atlantic, Oak Hill and Wells Fargo (together with the GE Shareholder, the
“Shareholders”) are party to an amended and restated shareholders agreement, as
amended, relating to the Common Shares the Shareholders hold in the
Issuer. Pursuant to this agreement, Genpact Investment Co. (Bermuda)
Limited (f/k/a Genpact Investment Co. (Lux) SICAR S.a.r.l.) (“GICo”), the
investment vehicle owned by General Atlantic and Oak Hill, is entitled to
nominate four persons to the Issuer’s board of directors. The
Shareholders agreed to vote their shares to elect such persons. The
number of directors that GICo is entitled to appoint is reduced if its ownership
in the Issuer declines below certain levels and such right ceases if such
ownership is below 10% of the Issuer’s outstanding Common Shares.
In
addition, each of the Shareholders is subject to certain restrictions on the
transfer of their Common Shares. GICo, General Atlantic and Oak Hill
have agreed not to transfer their shares if such transfer would result in a
change of control (as defined in the agreement) unless certain conditions are
met which require that all outstanding Common Shares owned by the Shareholders
are sold for cash or certain types of marketable securities (or both), provided
that a limited number may be exchanged for equity of, or remain outstanding in,
the surviving person in certain circumstances. In the event of
certain transfers by GICo, each of the GE Shareholder and Wells Fargo has
certain co-sale rights which permit them to sell shares to such transferee on
the same terms and conditions.
The GE
Shareholder has granted GICo certain rights of first refusal in the event it
desires to transfer shares other than to an affiliate or in a registered
offering or a sale pursuant to Rule 144.
The
agreement grants the Shareholders certain rights to require the Issuer to
register for public resale under the Securities Act all Common Shares that they
request be registered. In addition, the agreement grants the
Shareholders piggyback rights on any registration for the Issuer’s account or
the account of another Shareholder. These rights are subject to
certain limitations, including customary cutbacks and other
restrictions. In connection with registrations described above, the
Issuer will indemnify any selling shareholders and will bear all fees, costs and
expenses, except underwriting discounts and selling commissions.
Page 12
The
Agreement also provides certain information rights to the Shareholders and
regulates the parties’ conduct concerning corporate opportunities.
The
foregoing description is not complete and is qualified in its entirety to the
amended and restated shareholders agreement and the amendments thereto,
incorporated by reference as Exhibits 2.1, 2.2 and 2.3 to this Schedule 13G and
incorporated herein by reference.
Beneficial
Ownership
As of
March 26, 2010, an aggregate of 121,975,838 Common Shares are subject to the
shareholders agreement, of which 19,947,364 Common Shares are held directly by
the GE Shareholder and 102,028,474 Common Shares are held by the other
shareholders party to the shareholders agreement. Nothing in this
Schedule 13G shall be deemed to constitute an admission by any Reporting Person
that it is the beneficial owner of any of the Common Shares of the Issuer
covered by the shareholders agreement, other than the Common Shares held
directly or indirectly by such Reporting Person, for purposes of Section 13(d)
of the Securities Exchange Act of 1934, as amended, or for any other purpose,
and such beneficial ownership is expressly disclaimed. Each Reporting
Person expressly disclaims (i) the existence of any group, and (ii) beneficial
ownership with respect to any Common Shares other than the Common Shares held
directly by such Reporting Person. Based on 218,251,706 Common Shares
outstanding (according to the Prospectus Supplement filed by the Issuer on March
19, 2010), the 121,975,838 Common Shares subject to the shareholders agreement
represent approximately 55.9% of the outstanding Common Shares. The
foregoing excludes an aggregate of 38,640,000 Commons Shares sold by such
shareholders on March 24, 2010, in a public offering. However,
notwithstanding such sales, such shareholders have voting power over such sold
shares at the Issuer’s 2010 Annual General Meeting of Shareholders to be held on
April 6, 2010, since they owned such shares on March 1, 2010, the record date
for the Annual Meeting.
|
|
Item
9. Notice of Dissolution of
Group.
|
Not
applicable.
|
|
Item
10. Certifications.
|
|
|
(a)-(c)
|
Not
applicable.
|
Page 13
SIGNATURES
After
reasonable inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and
correct.
|
Dated: March
26, 2010
|
||||
|
GE
CAPITAL (MAURITIUS) HOLDINGS LTD.
|
||||
|
By:
|
/s/ P.
Jonas Svedlund
|
|||
|
Name:
|
P.
Jonas Svedlund
|
|||
|
Title:
|
Attorney-in-fact
|
|||
|
GE
CAPITAL INTERNATIONAL (MAURITIUS)
|
||||
|
By:
|
/s/ P.
Jonas Svedlund
|
|||
|
Name:
|
P.
Jonas Svedlund
|
|||
|
Title:
|
Attorney-in-fact
|
|||
|
GE
INDIAN SERVICES HOLDING PRIVATE LIMITED
|
||||
|
By:
|
/s/ P.
Jonas Svedlund
|
|||
|
Name:
|
P.
Jonas Svedlund
|
|||
|
Title:
|
Attorney-in-fact
|
|||
|
GE
INDIA VENTURES LLC
|
||||
|
By:
|
/s/ P.
Jonas Svedlund
|
|||
|
Name:
|
P.
Jonas Svedlund
|
|||
|
Title:
|
Attorney-in-fact
|
|||
|
GENERAL
ELECTRIC CAPITAL SERVICES INDIAN INVESTMENTS LLC
|
||||
|
By:
|
/s/ P.
Jonas Svedlund
|
|||
|
Name:
|
P.
Jonas Svedlund
|
|||
|
Title:
|
Attorney-in-fact
|
|||
Page 14
|
GENERAL
ELECTRIC CAPITAL CORPORATION
|
||||
|
By:
|
/s/ Barbara
A. Lane
|
|||
|
Name:
|
Barbara
A. Lane
|
|||
|
Title:
|
Attorney-in-fact
|
|||
|
GENERAL
ELECTRIC CAPITAL SERVICES, INC.
|
||||
|
By:
|
/s/ Barbara
A. Lane
|
|||
|
Name:
|
Barbara
A. Lane
|
|||
|
Title:
|
Attorney-in-fact
|
|||
|
GENERAL
ELECTRIC COMPANY
|
||||
|
By:
|
/s/ Barbara
A. Lane
|
|||
|
Name:
|
Barbara
A. Lane
|
|||
|
Title:
|
Attorney-in-fact
|
|||
Page 15
EXHIBIT
INDEX
|
Exhibit No.
|
Description
|
|
1
|
Joint
Filing Agreement, dated March 26, 2010, among the Reporting
Persons.
|
|
2.1
|
Form
of Amended and Restated Shareholders' Agreement by and among Genpact
Limited, Genpact Global Holdings (Bermuda) Limited, Genpact Global
(Bermuda) Limited and the shareholders listed on the signature pages
thereto (incorporated by reference to Exhibit 10.1 of the Registration
Statement on Form S-1 (Amendment No. 4) filed by Genpact Limited with the
Securities and Exchange Commission on August 1, 2007)
|
|
2.2
|
Amendment
No. 1 to Amended and Restated Shareholders' Agreement by and among Genpact
Limited and the shareholders listed on the signature pages thereto
(incorporated by reference to Exhibit 10.25 of the Annual Report on Form
10-K for the year ended December 31, 2007, filed by Genpact Limited with
the Securities and Exchange Commission on March 31,
2008)
|
|
2.3
|
Amendment
No. 2 to Amended and Restated Shareholders' Agreement by and among Genpact
Limited and the shareholders listed on the signature pages thereto
(incorporated by reference to Exhibit 10.1 of the Quarterly Report on Form
10-Q for the quarterly period ended September 30, 2009, filed by Genpact
Limited with the Securities and Exchange Commission on November 9,
2010)
|
|
3
|
Power
of Attorney (GE Capital (Mauritius) Holdings Ltd.)*
|
|
4
|
Power
of Attorney (GE Capital International (Mauritius))*
|
|
5
|
Power
of Attorney (GE Indian Services Holding Private
Limited)*
|
|
6
|
Power
of Attorney (GE India Ventures LLC)*
|
|
7
|
Power
of Attorney (General Electric Capital Services Indian Investments
LLC)*
|
|
8
|
Power
of Attorney (General Electric Capital Corporation)*
|
|
9
|
Power
of Attorney (General Electric Capital Services, Inc.)*
|
|
10
|
Power
of Attorney (General Electric
Company)*
|
___________________
* Previously filed with Amendment No. 2
to Schedule 13G
Page 16
EXHIBIT
1
JOINT
FILING AGREEMENT
This will
confirm the agreement by and among all the undersigned that the Schedule 13G
filed on or about this date and any amendments thereto with respect to the
beneficial ownership by the undersigned of the Common Shares, $.01 par value per
share, of Genpact Limited is being filed on behalf of each of the undersigned in
accordance with Rule 13d-1(k)(1). This agreement may be executed in
two or more counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.
|
Dated: March
26, 2010
|
||||
|
GE
CAPITAL (MAURITIUS) HOLDINGS LTD.
|
||||
|
By:
|
/s/ P.
Jonas Svedlund
|
|||
|
Name:
|
P.
Jonas Svedlund
|
|||
|
Title:
|
Attorney-in-fact
|
|||
|
GE
CAPITAL INTERNATIONAL (MAURITIUS)
|
||||
|
By:
|
/s/ P.
Jonas Svedlund
|
|||
|
Name:
|
P.
Jonas Svedlund
|
|||
|
Title:
|
Attorney-in-fact
|
|||
|
GE
INDIAN SERVICES HOLDING PRIVATE LIMITED
|
||||
|
By:
|
/s/ P.
Jonas Svedlund
|
|||
|
Name:
|
P.
Jonas Svedlund
|
|||
|
Title:
|
Attorney-in-fact
|
|||
|
GE
INDIA VENTURES LLC
|
||||
|
By:
|
/s/ P.
Jonas Svedlund
|
|||
|
Name:
|
P.
Jonas Svedlund
|
|||
|
Title:
|
Attorney-in-fact
|
|||
|
GENERAL
ELECTRIC CAPITAL SERVICES INDIAN INVESTMENTS LLC
|
||||
|
By:
|
/s/ P.
Jonas Svedlund
|
|||
|
Name:
|
P.
Jonas Svedlund
|
|||
|
Title:
|
Attorney-in-fact
|
|||
Page
1
|
GENERAL
ELECTRIC CAPITAL CORPORATION
|
||||
|
By:
|
/s/ Barbara
A. Lane
|
|||
|
Name:
|
Barbara
A. Lane
|
|||
|
Title:
|
Attorney-in-fact
|
|||
|
GENERAL
ELECTRIC CAPITAL SERVICES, INC.
|
||||
|
By:
|
/s/ Barbara
A. Lane
|
|||
|
Name:
|
Barbara
A. Lane
|
|||
|
Title:
|
Attorney-in-fact
|
|||
|
GENERAL
ELECTRIC COMPANY
|
||||
|
By:
|
/s/ Barbara
A. Lane
|
|||
|
Name:
|
Barbara
A. Lane
|
|||
|
Title:
|
Attorney-in-fact
|
|||
Page 2