UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
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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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(Title of Class of Securities)
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G3922B107
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(CUSIP Number)
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July 21, 2011
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(Date of Event Which Requires Filing of this Statement)
(Note: This Amendment No. 4 is not required at this time; 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).
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CUSIP No. G3922B107
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13G
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Page 2
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1
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NAMES OF REPORTING PERSONS
GE Capital (Mauritius) Holdings Ltd.
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|||
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) [ ]
(b) [X]
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||
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3
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SEC USE ONLY
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|||
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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
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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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|||
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7
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SOLE DISPOSITIVE POWER
19,947,364 (1)
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|||
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8
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SHARED DISPOSITIVE POWER
0 (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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|||
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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[_]
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||
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.0% (1)
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|||
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12
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TYPE OF REPORTING PERSON
CO
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|||
(1) See Item 4 of this Schedule 13G (Amendment No. 4).
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CUSIP No. G3922B107
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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
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) [ ]
(b) [X]
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3
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SEC USE ONLY
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|||
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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
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SOLE VOTING POWER
0 (1)
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||
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6
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SHARED VOTING POWER
19,947,364 (1)
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|||
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7
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SOLE DISPOSITIVE POWER
0
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|||
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8
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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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|||
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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[_]
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||
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.0% (1)
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|||
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12
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TYPE OF REPORTING PERSON
CO
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|||
(1) See Item 4 of this Schedule 13G (Amendment No. 4).
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CUSIP No. G3922B107
|
13G
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Page 4
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1
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NAMES OF REPORTING PERSONS
GE Indian Services Holding Private Limited
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|||
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) [ ]
(b) [X]
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3
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SEC USE ONLY
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|||
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
India
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|||
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
5
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SOLE VOTING POWER
0
|
||
|
6
|
SHARED VOTING POWER
19,947,364 (1)
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|||
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7
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SOLE DISPOSITIVE POWER
0
|
|||
|
8
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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
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
[_]
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||
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.0%(1)
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|||
|
12
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TYPE OF REPORTING PERSON
CO
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|||
(1) See Item 4 of this Schedule 13G (Amendment No. 4).
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CUSIP No. G3922B107
|
13G
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Page 5
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1
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NAMES OF REPORTING PERSONS
GE India Ventures LLC
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|||
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) [ ]
(b) [X]
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||
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3
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SEC USE ONLY
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|||
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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|||
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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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|||
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7
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SOLE DISPOSITIVE POWER
0
|
|||
|
8
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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
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
[_]
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||
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.0% (1)
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|||
|
12
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TYPE OF REPORTING PERSON
CO
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|||
(1) See Item 4 of this Schedule 13G (Amendment No. 4).
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CUSIP No. G3922B107
|
13G
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Page 6
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1
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NAMES OF REPORTING PERSONS
General Electric Capital Services Indian Investments LLC
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|||
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) [ ]
(b) [X]
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||
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3
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SEC USE ONLY
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|||
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|||
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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
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SOLE DISPOSITIVE POWER
0
|
|||
|
8
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SHARED DISPOSITIVE POWER
19,947,364 (1)
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|||
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9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,947,364 (1)
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|||
|
10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
[_]
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||
|
11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.0% (1)
|
|||
|
12
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TYPE OF REPORTING PERSON
CO
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|||
(1) See Item 4 of this Schedule 13G (Amendment No. 4).
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CUSIP No. G3922B107
|
13G
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Page 7
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1
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NAMES OF REPORTING PERSONS
General Electric Capital Corporation
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|||
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2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) [ ]
(b) [X]
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||
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3
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SEC USE ONLY
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|||
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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)
|
|||
|
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
|
[_]
|
||
|
11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.0% (1)
|
|||
|
12
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TYPE OF REPORTING PERSON
CO
|
|||
(1) See Item 4 of this Schedule 13G (Amendment No. 4).
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CUSIP No. G3922B107
|
13G
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Page 8
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1
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NAMES OF REPORTING PERSONS
General Electric Capital Services, Inc.
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|||
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2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) [ ]
(b) [X]
|
||
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3
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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)
|
|||
|
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
|
[_]
|
||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.0% (1)
|
|||
|
12
|
TYPE OF REPORTING PERSON
CO
|
|||
(1) See Item 4 of this Schedule 13G (Amendment No. 4).
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CUSIP No. G3922B107
|
13G
|
Page 9
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
General Electric Company
|
|||
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2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(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
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
|
[_]
|
||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.0% (1)
|
|||
|
12
|
TYPE OF REPORTING PERSON
CO
|
|||
(1) See Item 4 of this Schedule 13G (Amendment No. 4).
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Item 1(a). Name of Issuer:
|
Genpact Limited (the “Issuer”)
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Item 1(b). Address of Issuer’s Principal Executive Offices:
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Canon's Court, 22 Victoria Street, Hamilton HM, Bermuda
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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.
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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.
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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.
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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
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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:
|
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(a)
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[ ]
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Broker or dealer registered under Section 15 of the Act
|
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(b)
|
[ ]
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Bank as defined in Section 3(a)(6) of the Act
|
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(c)
|
[ ]
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Insurance company as defined in Section 3(a)(19) of the Act
|
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(d)
|
[ ]
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Investment company registered under Section 8 of the Investment Company Act of 1940
|
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(e)
|
[ ]
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An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E)
|
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(f)
|
[ ]
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An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F)
|
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(g)
|
[ ]
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A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G)
|
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(h)
|
[ ]
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A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act
|
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(i)
|
[ ]
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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
|
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(j)
|
[ ]
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A non-U.S. institution in accordance with Rule 13d–1(b)(1)(ii)(J)
|
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(k)
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[ ]
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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 July 21, 2011, 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 221,149,954 Common Shares outstanding as of May 5, 2011 (according to the Quarterly Report on Form 10-Q filed by the Issuer on May 10, 2011), the 19,947,364 Common Shares directly held by Holdings represents approximately 9.0% of the outstanding Common Shares.
|
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
Page 11
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.
|
On June 6, 2011, Holdings ceased to be party to an amended and restated shareholders agreement, as amended, among the Issuer and certain affiliates of General Atlantic, Oak Hill and Wells Fargo. Accordingly, the Reporting Persons have no rights or obligations under such agreement.
Nothing in this Schedule 13G shall be deemed to constitute an admission by any Reporting Person that it was 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.
|
Item 9. Notice of Dissolution of Group.
|
Not applicable.
|
Item 10. Certifications.
|
|
|
(a)-(c)
|
Not applicable.
|
Page 12
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: July 21, 2011
|
GE CAPITAL (MAURITIUS) HOLDINGS LTD.
|
|||
|
By:
|
/s/ Frank J. Ertl | ||
|
Name:
|
Frank J. Ertl
|
||
|
Title:
|
Attorney-in-fact
|
||
|
GE CAPITAL INTERNATIONAL (MAURITIUS)
|
|||
|
By:
|
/s/ Frank J. Ertl | ||
|
Name:
|
Frank J. Ertl
|
||
|
Title:
|
Attorney-in-fact
|
||
|
GE INDIAN SERVICES HOLDING PRIVATE LIMITED
|
|||
|
By:
|
/s/ Frank J. Ertl | ||
|
Name:
|
Frank J. Ertl
|
||
|
Title:
|
Attorney-in-fact
|
||
|
GE INDIA VENTURES LLC
|
|||
|
By:
|
/s/ Frank J. Ertl | ||
|
Name:
|
Frank J. Ertl
|
||
|
Title:
|
Attorney-in-fact
|
||
|
GENERAL ELECTRIC CAPITAL SERVICES INDIAN INVESTMENTS LLC
|
|||
|
By:
|
/s/ Frank J. Ertl | ||
|
Name:
|
Frank J. Ertl
|
||
|
Title:
|
Attorney-in-fact
|
||
Page 13
|
GENERAL ELECTRIC CAPITAL CORPORATION
|
|||
|
By:
|
/s/ Frank J. Ertl | ||
|
Name:
|
Frank J. Ertl
|
||
|
Title:
|
Attorney-in-fact
|
||
|
GENERAL ELECTRIC CAPITAL SERVICES, INC.
|
|||
|
By:
|
/s/ Frank J. Ertl | ||
|
Name:
|
Frank J. Ertl
|
||
|
Title:
|
Attorney-in-fact
|
||
|
GENERAL ELECTRIC COMPANY
|
|||
|
By:
|
/s/ Frank J. Ertl | ||
|
Name:
|
Frank J. Ertl
|
||
|
Title:
|
Attorney-in-fact
|
||
Page 14
EXHIBIT INDEX
|
Exhibit No.
|
Description
|
|
1
|
Joint Filing Agreement, dated July 20, 2011, among the Reporting Persons.
|
|
2
|
Power of Attorney (GE Capital (Mauritius) Holdings Ltd.)
|
|
3
|
Power of Attorney (GE Capital International (Mauritius))
|
|
4
|
Power of Attorney (GE Indian Services Holding Private Limited)
|
|
5
|
Power of Attorney (GE India Ventures LLC)
|
|
6
|
Power of Attorney (General Electric Capital Services Indian Investments LLC)
|
|
7
|
Power of Attorney (General Electric Capital Corporation)
|
|
8
|
Power of Attorney (General Electric Capital Services, Inc.)
|
|
9
|
Power of Attorney (General Electric Company)
|
Page 15
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: July 21, 2011
|
GE CAPITAL (MAURITIUS) HOLDINGS LTD.
|
|||
|
By:
|
/s/ Frank J. Ertl | ||
|
Name:
|
Frank J. Ertl
|
||
|
Title:
|
Attorney-in-fact
|
||
|
GE CAPITAL INTERNATIONAL (MAURITIUS)
|
|||
|
By:
|
/s/ Frank J. Ertl | ||
|
Name:
|
Frank J. Ertl
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Title:
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Attorney-in-fact
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GE INDIAN SERVICES HOLDING PRIVATE LIMITED
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By:
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/s/ Frank J. Ertl | ||
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Name:
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Frank J. Ertl
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Title:
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Attorney-in-fact
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GE INDIA VENTURES LLC
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By:
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/s/ Frank J. Ertl | ||
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Name:
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Frank J. Ertl
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Title:
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Attorney-in-fact
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GENERAL ELECTRIC CAPITAL SERVICES INDIAN INVESTMENTS LLC
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By:
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/s/ Frank J. Ertl | ||
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Name:
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Frank J. Ertl
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Title:
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Attorney-in-fact
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Page 1
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GENERAL ELECTRIC CAPITAL CORPORATION
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By:
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/s/ Frank J. Ertl | ||
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Name:
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Frank J. Ertl
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Title:
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Attorney-in-fact
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GENERAL ELECTRIC CAPITAL SERVICES, INC.
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By:
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/s/ Frank J. Ertl | ||
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Name:
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Frank J. Ertl
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Title:
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Attorney-in-fact
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GENERAL ELECTRIC COMPANY
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By:
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/s/ Frank J. Ertl | ||
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Name:
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Frank J. Ertl
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Title:
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Attorney-in-fact
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Page 2
EXHIBIT 2
POWER OF ATTORNEY
The undersigned, GE Capital (Mauritius) Holdings Ltd. (hereinafter referred to as the “Corporation”) does hereby make, constitute and appoint the persons listed below as the Corporation’s true and lawful agent and attorney-in-fact (hereinafter referred to as the “Attorney”) to act either together or alone in the name and on behalf of the Corporation for and with respect to the matters hereinafter described.
Names of Attorneys:
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Sherwood P. Dodge
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Barbara Gould
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Frank J. Ertl
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Bryant B. Cohen
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William Orr
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Each Attorney shall have the power and authority to do the following:
To execute and deliver any Schedule 13D, Schedule 13G or Forms 3, 4 and 5 and any amendments thereto required to be filed with the Securities and Exchange Commission under the Securities Exchange Act of 1934 on behalf of the Corporation with regard to the securities of Genpact Limited owned by the Corporation or its subsidiaries.
And, in connection with the foregoing, to execute and deliver all documents, acknowledgments, consents and other agreements and to take such further action as may be necessary or convenient for the Corporation in order to more effectively carry out the intent and purpose of the foregoing.
Agreements, commitments, documents, instruments and other writings executed by the Attorney in accordance with the terms hereof shall be binding upon the Corporation without attestation and without affixation of the seal of the Corporation. The Power of Attorney conferred hereby shall not be delegable by any Attorney. Each Attorney shall serve without compensation for acting in the capacity of agent and attorney-in-fact hereunder.
Unless sooner revoked by the Corporation, the authority of the Attorney hereunder shall terminate on March 31, 2012.
IN WITNESS WHEREOF, the Corporation has caused this Power of Attorney to be executed pursuant to authority granted by the Corporation’s board of directors, as of the 25th day of May 2011.
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GE Capital (Mauritius) Holdings Ltd.
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By:
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/s/ Lawrence J. Zlatkin
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Name:
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Lawrence J. Zlatkin
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Title:
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Director
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||||
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Attest:
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/s/ Ashraf Ramtoola
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Ashraf Ramtoola
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International Management (Mauritius) Ltd
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Company Secretary
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EXHIBIT 3
POWER OF ATTORNEY
The undersigned, GE Capital International (Mauritius) (hereinafter referred to as the “Corporation”) does hereby make, constitute and appoint the persons listed below as the Corporation’s true and lawful agent and attorney-in-fact (hereinafter referred to as the “Attorney”) to act either together or alone in the name and on behalf of the Corporation for and with respect to the matters hereinafter described.
Names of Attorneys:
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Sherwood P. Dodge
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Barbara Gould
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Frank J. Ertl
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Bryant B. Cohen
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William Orr
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Each Attorney shall have the power and authority to do the following:
To execute and deliver any Schedule 13D, Schedule 13G or Forms 3, 4 and 5 and any amendments thereto required to be filed with the Securities and Exchange Commission under the Securities Exchange Act of 1934 on behalf of the Corporation with regard to the securities of Genpact Limited owned by the Corporation or its subsidiaries.
And, in connection with the foregoing, to execute and deliver all documents, acknowledgments, consents and other agreements and to take such further action as may be necessary or convenient for the Corporation in order to more effectively carry out the intent and purpose of the foregoing.
Agreements, commitments, documents, instruments and other writings executed by the Attorney in accordance with the terms hereof shall be binding upon the Corporation without attestation and without affixation of the seal of the Corporation. The Power of Attorney conferred hereby shall not be delegable by any Attorney. Each Attorney shall serve without compensation for acting in the capacity of agent and attorney-in-fact hereunder.
Unless sooner revoked by the Corporation, the authority of the Attorney hereunder shall terminate on March 31, 2012.
IN WITNESS WHEREOF, the Corporation has caused this Power of Attorney to be executed pursuant to authority granted by the Corporation’s board of directors, as of the 29th day of June 2011.
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GE Capital International (Mauritius)
|
|||||
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By:
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/s/ Lawrence J. Zlatkin
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Name:
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Lawrence J. Zlatkin
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||||
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Title:
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Director
|
||||
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Attest:
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|||||
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/s/ Ashraf Ramtoola
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|||||
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Ashraf Ramtoola
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|||||
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International Management (Mauritius) Ltd
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|||||
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Company Secretary
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|||||
EXHIBIT 4
POWER OF ATTORNEY
The undersigned, GE Indian Services Holding Private Limited (hereinafter referred to as the “Corporation”) does hereby make, constitute and appoint the persons listed below as the Corporation’s true and lawful agent and attorney-in-fact (hereinafter referred to as the “Attorney”) to act either together or alone in the name and on behalf of the Corporation for and with respect to the matters hereinafter described.
Names of Attorneys:
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Sherwood P. Dodge
|
|
Barbara Gould
|
|
Frank J. Ertl
|
|
Bryant B. Cohen
|
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William Orr
|
Each Attorney shall have the power and authority to do the following:
To execute and deliver any Schedule 13D, Schedule 13G or Forms 3, 4 and 5 and any amendments thereto required to be filed with the Securities and Exchange Commission under the Securities Exchange Act of 1934 on behalf of the Corporation with regard to the securities of Genpact Limited owned by the Corporation or its subsidiaries.
And, in connection with the foregoing, to execute and deliver all documents, acknowledgments, consents and other agreements and to take such further action as may be necessary or convenient for the Corporation in order to more effectively carry out the intent and purpose of the foregoing.
Agreements, commitments, documents, instruments and other writings executed by the Attorney in accordance with the terms hereof shall be binding upon the Corporation without attestation and without affixation of the seal of the Corporation. The Power of Attorney conferred hereby shall not be delegable by any Attorney. Each Attorney shall serve without compensation for acting in the capacity of agent and attorney-in-fact hereunder.
Unless sooner revoked by the Corporation, the authority of the Attorney hereunder shall terminate on March 31, 2012.
IN WITNESS WHEREOF, the Corporation has caused this Power of Attorney to be executed pursuant to authority granted by the Corporation’s board of directors, as of the 24th day of May 2011.
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GE Indian Services Holding Private Limited
|
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By:
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/s/ Rupak Saha
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Name:
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Rupak Saha
|
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Title:
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Director
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||||
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Attest:
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/s/ Amit Rana
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Amit Rana
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|||||
EXHIBIT 5
POWER OF ATTORNEY
The undersigned, GE INDIA VENTURES LLC (hereinafter referred to as the “Corporation”) does hereby make, constitute and appoint the persons listed below as the Corporation’s true and lawful agent and attorney-in-fact (hereinafter referred to as the “Attorney”) to act either together or alone in the name and on behalf of the Corporation for and with respect to the matters hereinafter described.
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Names of Attorneys:
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Sherwood P. Dodge
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Barbara Gould
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Frank J. Ertl
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Bryant B. Cohen
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William Orr
|
Each Attorney shall have the power and authority to do the following:
To execute and deliver any Schedule 13D, Schedule 13G or Forms 3, 4 and 5 and any amendments thereto required to be filed with the Securities and Exchange Commission under the Securities Exchange Act of 1934 on behalf of the Corporation with regard to the securities of Genpact Limited owned by the Corporation or its subsidiaries.
And, in connection with the foregoing, to execute and deliver all documents, acknowledgments, consents and other agreements and to take such further action as may be necessary or convenient for the Corporation in order to more effectively carry out the intent and purpose of the foregoing.
Agreements, commitments, documents, instruments and other writings executed by the Attorney in accordance with the terms hereof shall be binding upon the Corporation without attestation and without affixation of the seal of the Corporation. The Power of Attorney conferred hereby shall not be delegable by any Attorney. Each Attorney shall serve without compensation for acting in the capacity of agent and attorney-in-fact hereunder.
Unless sooner revoked by the Corporation, the authority of the Attorney hereunder shall terminate on March 31, 2012.
IN WITNESS WHEREOF, the Corporation has caused this Power of Attorney to be executed pursuant to authority granted by the Corporation’s board of directors, as of the 29th day of June 2011.
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GE India Ventures LLC
|
|||||
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By:
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/s/ Lawrence J. Zlatkin
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Name:
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Lawrence J. Zlatkin
|
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Title:
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Director
|
||||
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Attest:
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|||||
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/s/ Ashraf Ramtoola
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|||||
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Ashraf Ramtoola
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|||||
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International Management (Mauritius) Ltd
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|||||
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Company Secretary
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|||||
EXHIBIT 6
POWER OF ATTORNEY
The undersigned, General Electric Capital Corporation, sole Member of General Electric Capital Services Indian Investments, LLC (hereinafter referred to as the “Company”) does hereby make, constitute and appoint the persons listed below as the Company’s true and lawful agent and attorney-in-fact (hereinafter referred to as the “Attorney”) to act either together or alone in the name and on behalf of the Company for and with respect to the matters hereinafter described.
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Names of Attorneys:
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Sherwood P. Dodge
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Barbara Gould
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Frank J. Ertl
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Bill Orr
|
Each Attorney shall have the power and authority to do the following:
To execute and deliver any Schedule 13D, Schedule 13G or Forms 3, 4 and 5 and any amendments thereto required to be filed with the Securities and Exchange Commission under the Securities Exchange Act of 1934 on behalf of the Company with regard to the securities of Genpact Limited owned by the Company or its subsidiaries.
And, in connection with the foregoing, to execute and deliver all documents, acknowledgments, consents and other agreements and to take such further action as may be necessary or convenient for the Company in order to more effectively carry out the intent and purpose of the foregoing.
Agreements, commitments, documents, instruments and other writings executed by the Attorney in accordance with the terms hereof shall be binding upon the Company without attestation and without affixation of the seal of the Company. The Power of Attorney conferred hereby shall not be delegable by any Attorney. Each Attorney shall serve without compensation for acting in the capacity of agent and attorney-in-fact hereunder.
Unless sooner revoked by the Company, this Power of Attorney shall be governed under the laws of the State of New York and the authority of the Attorney hereunder shall terminate on March 31, 2012.
IN WITNESS WHEREOF, the Company has caused this Power of Attorney to be executed pursuant to authority granted by the Company’s operating agreement, as of the 8th day of July, 2011.
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GENERAL ELECTRIC CAPITAL CORPORATION as
Managing Member of
General Electric Capital Services Indian
Investments, LLC
|
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By:
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/s/ Daniel Henson
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||||
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Name:
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Daniel Henson
|
||||
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Title:
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Vice President
|
||||
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Attest:
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|||||
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/s/ William Orr
|
|||||
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Attesting Secretary
|
|||||
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William Orr
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|||||
EXHIBIT 7
POWER OF ATTORNEY
The undersigned, General Electric Capital Corporation, a Delaware corporation (hereinafter referred to as the “Corporation”), does hereby make, constitute and appoint each of the persons listed below as the Corporation’s true and lawful agent and attorney-in-fact (hereinafter referred to as the “Attorney”) to act either together or alone in the name and on behalf of the Corporation for and with respect to the matters hereinafter described.
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Name of Attorney:
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Brock Austin
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Dan Henson
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Eileen Brumback
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Barbara Lane
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Carlos Carrasquillo
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Joseph Lincoln
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Maryanne Courtney
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Norman Liu
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Barbara Daniele
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David L. Lloyd
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Peter Cooke
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Jonathan Mothner
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Sherwood Dodge
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Michael Pastore
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Frank Ertl
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James Ungari
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Barbara J. Gould
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J. Alex Urquhart
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Each Attorney shall have the power and authority to execute and deliver any Schedule 13D, Schedule 13G or Forms 3, 4 and 5 or any amendments thereto required to be filed with the Securities and Exchange Commission under the Securities Exchange Act of 1934 on behalf of the Corporation with regard to any securities owned by the Corporation or any of its subsidiaries; and in connection with the foregoing, to execute and deliver all documents, acknowledgments, consents and other agreements and to take such further action as may be necessary or convenient for the Corporation in order to more effectively carry out the intent and purpose of the foregoing.
Agreements, commitments, documents, instruments and other writings executed by the Attorney in accordance with the terms hereof shall be binding upon the Corporation without attestation and without affixation of the seal of the Corporation. The Power of Attorney conferred hereby shall not be delegable by any Attorney. The Attorney shall serve without compensation for acting in the capacity of agent and attorney-in-fact hereunder.
Unless revoked by the Corporation, this Power of Attorney shall be governed under the laws of the State of New York and the authority of the Attorney hereunder shall terminate on March 31, 2012.
IN WITNESS WHEREOF, the Corporation has caused the Power of Attorney to be executed, attested and its corporate seal to be affixed as of the 31st day of May, 2011.
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General Electric Capital Corporation
|
|||||
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By:
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/s/ Christoph A. Pereira
|
||||
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Name:
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Christoph A. Pereira
|
||||
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Title:
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Vice President and Secretary
|
||||
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Attest:
|
|||||
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/s/ David P. Russell
|
|||||
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David P. Russell
|
|||||
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Assistant Secretary
|
|||||
EXHIBIT 8
POWER OF ATTORNEY
The undersigned, General Electric Capital Services, Inc., a Delaware corporation (hereinafter referred to as the “Corporation”), does hereby make, constitute and appoint each of the persons listed below as the Corporation’s true and lawful agent and attorney-in-fact (hereinafter referred to as the “Attorney”) to act either together or alone in the name and on behalf of the Corporation for and with respect to the matters hereinafter described.
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Name of Attorney:
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Brock Austin
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Dan Henson
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Eileen Brumback
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Barbara Lane
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Carlos Carrasquillo
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Joseph Lincoln
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Maryanne Courtney
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Norman Liu
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Barbara Daniele
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David L. Lloyd
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Peter Cooke
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Jonathan Mothner
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Sherwood Dodge
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Michael Pastore
|
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Frank Ertl
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James Ungari
|
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Barbara J. Gould
|
J. Alex Urquhart
|
Each Attorney shall have the power and authority to execute and deliver any Schedule 13D, Schedule 13G or Forms 3, 4 and 5 or any amendments thereto required to be filed with the Securities and Exchange Commission under the Securities Exchange Act of 1934 on behalf of the Corporation with regard to any securities owned by the Corporation or any of its subsidiaries; and in connection with the foregoing, to execute and deliver all documents, acknowledgments, consents and other agreements and to take such further action as may be necessary or convenient for the Corporation in order to more effectively carry out the intent and purpose of the foregoing.
Agreements, commitments, documents, instruments and other writings executed by the Attorney in accordance with the terms hereof shall be binding upon the Corporation without attestation and without affixation of the seal of the Corporation. The Power of Attorney conferred hereby shall not be delegable by any Attorney. The Attorney shall serve without compensation for acting in the capacity of agent and attorney-in-fact hereunder.
Unless revoked by the Corporation, this Power of Attorney shall be governed under the laws of the State of New York and the authority of the Attorney hereunder shall terminate on March 31, 2012.
IN WITNESS WHEREOF, the Corporation has caused the Power of Attorney to be executed, attested and its corporate seal to be affixed as of the 31st day of May, 2011.
|
General Electric Capital Services, Inc.
|
|||||
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By:
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/s/ Christoph A. Pereira
|
||||
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Name:
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Christoph A. Pereira
|
||||
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Title:
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Vice President and Secretary
|
||||
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Attest:
|
|||||
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/s/ David P. Russell
|
|||||
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David P. Russell
|
|||||
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Assistant Secretary
|
|||||
EXHIBIT 9
POWER OF ATTORNEY
The undersigned, General Electric Company, a New York corporation (hereinafter referred to as the “Corporation”), does hereby make, constitute and appoint each of the persons listed below as the Corporation’s true and lawful agent and attorney-in-fact (hereinafter referred to as the “Attorney”) to act either together or alone in the name and on behalf of the Corporation for and with respect to the matters hereinafter described.
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Name of Attorney:
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Brock Austin
|
Dan Henson
|
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Eileen Brumback
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Barbara Lane
|
|
Carlos Carrasquillo
|
Joseph Lincoln
|
|
Maryanne Courtney
|
Norman Liu
|
|
Barbara Daniele
|
David L. Lloyd
|
|
Peter Cooke
|
Jonathan Mothner
|
|
Sherwood Dodge
|
Michael Pastore
|
|
Frank Ertl
|
James Ungari
|
|
Barbara J. Gould
|
J. Alex Urquhart
|
Each Attorney shall have the power and authority to execute and deliver any Schedule 13D, Schedule 13G or Forms 3, 4 and 5 or any amendments thereto required to be filed with the Securities and Exchange Commission under the Securities Exchange Act of 1934 on behalf of the Corporation with regard to any securities owned by the Corporation or any of its subsidiaries; and in connection with the foregoing, to execute and deliver all documents, acknowledgments, consents and other agreements and to take such further action as may be necessary or convenient for the Corporation in order to more effectively carry out the intent and purpose of the foregoing.
Agreements, commitments, documents, instruments and other writings executed by the Attorney in accordance with the terms hereof shall be binding upon the Corporation without attestation and without affixation of the seal of the Corporation. The Power of Attorney conferred hereby shall not be delegable by any Attorney. The Attorney shall serve without compensation for acting in the capacity of agent and attorney-in-fact hereunder.
Unless revoked by the Corporation, this Power of Attorney shall be governed under the laws of the State of New York and the authority of the Attorney hereunder shall terminate on March 31, 2012.
IN WITNESS WHEREOF, the Corporation has caused the Power of Attorney to be executed, attested and its corporate seal to be affixed as of the 27th day of May 2011.
|
General Electric Company
|
|||||
|
By:
|
/s/ Michael R. McAlevey
|
||||
|
Name:
|
Michael R. McAlevey
|
||||
|
Title:
|
Vice President and Chief Corporate,
Securities & Finance Counsel and
Associate Secretary
|
||||
|
Attest:
|
|||||
|
/s/ David P. Russell
|
|||||
|
David P. Russell
|
|||||
|
Assistant Secretary
|
|||||