SEC FORM 3 SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
 
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1. Name and Address of Reporting Person*
SPENCE A MICHAEL

(Last) (First) (Middle)
C/O OAK HILL CAPITAL
2775 SAND HILL ROAD, #220

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
08/01/2007
3. Issuer Name and Ticker or Trading Symbol
Genpact LTD [ [G] ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy) (1) 09/28/2015 Common Shares 81,405 3.44 D
Explanation of Responses:
1. The stock options are subject to a vesting schedule. 16,281 of the stock options vested on April 5, 2006 and an aggregate of 20,351 stock options have vested on a quarterly basis thereafter. An additional 4,070.25 stock options will continue to vest on a quarterly basis. Vested stock options are immediately exercisable.
/s/ A. Michael Spence 08/01/2007
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
                                                                    EXHIBIT 24.1
                                                                    ------------


                               POWER OF ATTORNEY


I appoint John R.  Monsky,  Douglas  Kaden and Chandler B. Evans,  together and
separately, to be my attorneys-in-fact. This means they may, in my place:

     o    sign  Securities  and Exchange  Commission  Forms 3, 4 and 5, and all
          amendments  to  these  forms,  reporting  transactions  in  Genpact's
          securities;
     o    file these forms and amendments with the SEC;
     o    perform the acts that need to be done concerning these filings; and
     o    name others to take their place.

I am responsible  for everything my  attorneys-in-fact  do when acting lawfully
within the scope of this Power of Attorney.

The  attorneys-in-fact,  in acting at my request,  are not  assuming  any of my
responsibilities  to comply with Section 16 of the  Securities  Exchange Act of
1934. Genpact is not assuming my Section 16 responsibilities either.

This Power of Attorney remains in effect until:

     o    I am no  longer  required  to  file  Forms  3, 4 and 5 for  Genpact's
          securities; or
     o    I  revoke  it,  in  writing,   and  deliver  the   revocation  to  my
          attorneys-in-fact.

I hereby revoke all previous Powers of Attorney that have been granted by me in
connection  with my reporting  obligations  under Section 16 of the  Securities
Exchange  Act of 1934  with  respect  to my  holdings  of and  transactions  in
securities issued by Genpact.


                                                /s/ A. Michael Spence
                                                -------------------------
                                                A. Michael Spence


                                                Dated: July 30, 2007