SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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OMB Number: 3235-0287
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
GE Capital (Mauritius) Holdings Ltd

(Last) (First) (Middle)
LES CASCADES BUILDING
EDITH CAVELL STREET

(Street)
PORT LOUIS O4 00000

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Genpact LTD [ G ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
08/01/2007
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Shares, $0.01 par value per share 19,022 D(1)
Common Shares, $0.01 par value per share 08/01/2007 S(2) 5,882,353 D $13.23 47,928,342 D(3)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
GE Capital (Mauritius) Holdings Ltd

(Last) (First) (Middle)
LES CASCADES BUILDING
EDITH CAVELL STREET

(Street)
PORT LOUIS O4 00000

(City) (State) (Zip)
1. Name and Address of Reporting Person*
GE Capital International (Mauritius)

(Last) (First) (Middle)
LES CASCADES BUILDING
EDITH CAVELL STREET

(Street)
PORT LOUIS O4 00000

(City) (State) (Zip)
1. Name and Address of Reporting Person*
GE Indian Services Holding Private LTD

(Last) (First) (Middle)
AIFACS BUILDING
1 RAFI MARG

(Street)
NEW DELHI K7 110001

(City) (State) (Zip)
1. Name and Address of Reporting Person*
GE India Ventures LLC

(Last) (First) (Middle)
120 LONG RIDGE ROAD

(Street)
STAMFORD CT 06927

(City) (State) (Zip)
1. Name and Address of Reporting Person*
General Electric Capital Services Indian Investments LLC

(Last) (First) (Middle)
120 LONG RIDGE ROAD

(Street)
STAMFORD CT 06927

(City) (State) (Zip)
1. Name and Address of Reporting Person*
GENERAL ELECTRIC CAPITAL CORP

(Last) (First) (Middle)
260 LONG RIDGE ROAD

(Street)
STAMFORD CT 06927

(City) (State) (Zip)
1. Name and Address of Reporting Person*
GENERAL ELECTRIC CAPITAL SERVICES INC/CT

(Last) (First) (Middle)
260 LONG RIDGE RD

(Street)
STAMFORD CT 06927

(City) (State) (Zip)
1. Name and Address of Reporting Person*
GENERAL ELECTRIC CO

(Last) (First) (Middle)
3135 EASTON TURNPIKE
W3M

(Street)
FAIRFIELD CT 06828

(City) (State) (Zip)
Explanation of Responses:
1. Directly owned by GE Capital International (Mauritius) ("International"). Indirectly owned by 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") and General Electric Company ("GE"). International is a subsidiary of 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. Indian Holding, India Ventures, Indian Investments, GECC, GECS and GE disclaim beneficial ownership of all shares owned by International, except to the extent of their pecuniary interest therein. See Exhibit 99.1, incorporated by reference herein.
2. Sale by GE Capital (Mauritius) Holdings Ltd. ("Holdings").
3. Directly owned by Holdings. Indirectly owned by International, Indian Holding, India Ventures, Indian Investments, GECC, GECS and GE. Holdings is owned by GECC and International. International, Indian Holding, India Ventures, Indian Investments, GECC, GECS and GE disclaim beneficial ownership of all shares owned by Holdings, except to the extent of their pecuniary interest therein. See Exhibit 99.1, incorporated by reference herein.
Remarks:
Exhibits 24 and 99.1, incorporated by reference herein.
/s/ Bryant B. Cohen, Attorney-in-Fact 08/03/2007
** 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 4 (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


                                POWER OF ATTORNEY

      The undersigned, General Electric Capital Corporation, a Delaware
corporation (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.

Name of Attorney:

                  Preston H. Abbott             Paul J. Halas
                  Stephen Ambrose, Jr.          Ronald Herman
                  Brock Austin                  Mark Kaplow
                  Eileen Brumback               Barbara A. Lane
                  John W. Campo, Jr.            Alan Lewis
                  Carlos Carrasquillo           David L. Lloyd
                  Barbara Daniele               Keith W. Newman
                  Laura E.B. Dawson             Michael Pastore
                  Frank Ertl                    James C. Ungari
                  Michael A. Gaudino            Alex Urquhart
                  Barbara J. Gould

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
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 December 31, 2007.






      IN WITNESS WHEREOF, the Corporation has caused the Power of Attorney to be
executed, attested and its corporate seal to be affixed pursuant to authority
granted by the Corporation's board of directors, as of the 1st day of January
2007.


                                           General Electric Capital Corporation

         (Corporate Seal)
                                           By:  /s/ Craig T. Beazer
                                                --------------------------------
                                                Craig T. Beazer
                                                Vice President, General Counsel
                                                and Secretary


Attest:



/s/  David P. Russell
- --------------------------------
David P. Russell
Assistant Secretary
                                                                    Exhibit 99.1
                                                                    ------------


                             Joint Filer Information
                             -----------------------

Name of Joint Filer:                            GE Capital International
                                                (Mauritius)

Address of Joint Filer:                         Les Cascades Building,
                                                Edith Cavell Street
                                                Port Louis, Mauritius

Relationship of Joint Filer to Issuer:          10% Owner

Issuer Name and Ticker or Trading Symbol:       Genpact Limited (G)

Date of Earliest Transaction Required to
be Reported (Month/Day/Year):                   8/1/2007

Designated Filer:                               GE Capital (Mauritius) Holdings
                                                Ltd.

SIGNATURE:

GE Capital International (Mauritius)




 /s/  Bryant B. Cohen
- -----------------------------------
Name:    Bryant B. Cohen
Title:   Attorney-in-fact


August 3, 2007
- --------------
Date








                             Joint Filer Information
                             -----------------------

Name of Joint Filer:                            GE Indian Services Holding
                                                Private Limited

Address of Joint Filer:                         AIFACS Building
                                                1 Rafe Marg
                                                New Delhi, 110001 India

Relationship of Joint Filer to Issuer:          10% Owner

Issuer Name and Ticker or Trading Symbol:       Genpact Limited (G)

Date of Earliest Transaction Required to
be Reported (Month/Day/Year):                   8/1/2007

Designated Filer:                               GE Capital (Mauritius) Holdings
                                                Ltd.

SIGNATURE:

GE Indian Services Holding Private Limited




 /s/  Frank Ertl
- -----------------------------------
Name:    Frank Ertl
Title:   Attorney-in-fact


August 3, 2007
- --------------
Date


                                       2




                             Joint Filer Information
                             -----------------------

Name of Joint Filer:                            GE India Ventures LLC

Address of Joint Filer:                         120 Long Ridge Road
                                                Stamford, CT  06927

Relationship of Joint Filer to Issuer:          10% Owner

Issuer Name and Ticker or Trading Symbol:       Genpact Limited (G)

Date of Earliest Transaction Required to
be Reported (Month/Day/Year):                   8/1/2007

Designated Filer:                               GE Capital (Mauritius) Holdings
                                                Ltd.

SIGNATURE:

GE India Ventures LLC




 /s/  Frank Ertl
- -----------------------------------
Name:    Frank Ertl
Title:   Attorney-in-fact


August 3, 2007
- --------------
Date




                                       3




                             Joint Filer Information
                             -----------------------

Name of Joint Filer:                            General Electric Capital
                                                Services Indian Investments LLC

Address of Joint Filer:                         120 Long Ridge Road
                                                Stamford, CT  06927

Relationship of Joint Filer to Issuer:          10% Owner

Issuer Name and Ticker or Trading Symbol:       Genpact Limited (G)

Date of Earliest Transaction Required to
be Reported (Month/Day/Year):                   8/1/2007

Designated Filer:                               GE Capital (Mauritius) Holdings
                                                Ltd.

SIGNATURE:

General Electric Capital Services Indian Investments LLC



 /s/  Frank Ertl
- -----------------------------------
Name:    Frank Ertl
Title:   Attorney-in-fact


August 3, 2007
- --------------
Date






                                       4





                             Joint Filer Information
                             -----------------------

Name of Joint Filer:                            General Electric Capital
                                                Corporation

Address of Joint Filer:                         3135 Easton Turnpike
                                                Fairfield, CT  06828

Relationship of Joint Filer to Issuer:          10% Owner

Issuer Name and Ticker or Trading Symbol:       Genpact Limited (G)

Date of Earliest Transaction Required to
be Reported (Month/Day/Year):                   8/1/2007

Designated Filer:                               GE Capital (Mauritius) Holdings
                                                Ltd.

SIGNATURE:

General Electric Capital Corporation



 /s/  Frank Ertl
- -----------------------------------
Name:    Frank Ertl
Title:   Attorney-in-fact


August 3, 2007
- --------------
Date






                                       5





                             Joint Filer Information
                             -----------------------

Name of Joint Filer:                            General Electric Capital
                                                Services, Inc.

Address of Joint Filer:                         3135 Easton Turnpike
                                                Fairfield, CT  06828

Relationship of Joint Filer to Issuer:          10% Owner

Issuer Name and Ticker or Trading Symbol:       Genpact Limited (G)

Date of Earliest Transaction Required to
be Reported (Month/Day/Year):                   8/1/2007

Designated Filer:                               GE Capital (Mauritius) Holdings
                                                Ltd.

SIGNATURE:

General Electric Capital Services, Inc.



 /s/  Frank Ertl
- -----------------------------------
Name:    Frank Ertl
Title:   Attorney-in-fact


August 3, 2007
- --------------
Date





                                       6




                             Joint Filer Information
                             -----------------------

Name of Joint Filer:                            General Electric Company

Address of Joint Filer:                         3135 Easton Turnpike
                                                Fairfield, CT  06828

Relationship of Joint Filer to Issuer:          10% Owner

Issuer Name and Ticker or Trading Symbol:       Genpact Limited (G)

Date of Earliest Transaction Required to
be Reported (Month/Day/Year):                   8/1/2007

Designated Filer:                               GE Capital (Mauritius) Holdings
                                                Ltd.

SIGNATURE:

General Electric Company



 /s/  Frank Ertl
- -----------------------------------
Name:    Frank Ertl
Title:   Attorney-in-fact


August 3, 2007
- --------------
Date









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