July
30,
2007
Mr.
Kevin
Woody
Accounting
Branch Chief
Division
of Corporation Finance
Securities
and Exchange Commission
100
F
Street, N.E.
Washington,
DC 20549
Re: Acceleration
Request for Registration Statement No. 333-142875 of Form S-1
Dear
Mr.
Kevin Woody:
Pursuant
to Rule 461 under the Securities Act of 1933, as amended, Genpact Limited (the
“Company”) hereby requests that the above-referenced Registration Statement on
Form S-1 be declared effective at 4:00 P.M., Eastern Time, on
Wednesday, August 1, 2007, or as soon thereafter as is practicable.
In
connection with the foregoing request, the Company acknowledges that
(i) should the Securities and Exchange Commission (the “Commission”)
or the staff of the Commission (the “Staff”), acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the Commission
from taking any action with respect to the filing; (ii) the action of the
Commission or the Staff, acting pursuant to delegated authority, in declaring
the filing effective, does not relieve the company from its full responsibility
for the accuracy and adequacy of the disclosure in the filing; and
(iii) the Company may not assert Staff comments and the declaration of
effectiveness as a defense in any proceeding initiated by the Commission or
any
person under the federal securities laws of the United States.
As
soon
as the above-referenced Registration Statement is declared effective, please
call Michael Clayton of Cravath, Swaine & Moore LLP at (212) 474-1754
and send written confirmation to the agent of service and other addressees
listed on the cover page of the Registration Statement.
GENPACT
LIMITED
Registered
Office
Canon’s
Court
22
Victoria Street, Hamilton HM
Bermuda
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Very
truly yours,
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Genpact
Limited
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By:
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/s/
Victor Guaglianone
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Name: Victor
Guaglianone
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Title: General
Counsel
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