EX-24 5 mm08-0107poa_geivl244.txt EX.24.4 Exhibit 24.4 POWER OF ATTORNEY The undersigned, GE India Ventures, 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. Names of Attorneys: Ronald J. Herman John W. Campo Jr. Frank J. Ertl Bryant B. Cohen P. Jonas Svedlund Each Attorney shall have the power and authority to do the following: To execute and deliver any Schedule 13D, Schedule 13G and 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 Attorneys 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, December 31, 2007. 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 31st day of July, 2007. GENERAL ELECTRIC CAPITAL CORPORATION as Managing Member of General Electric Capital Services Indian Investments, LLC as Managing Member of GE India Ventures, LLC By: /s/ Michael A. Gaudino ------------------------------------ Name: Michael A. Gaudino Title: Vice President 2 State of Connecticut ) ) ss: Norwalk County of Fairfield ) Before me, a notary public, personally appeared Michael A. Gaudino known to me to be a Vice President of General Electric Capital Corporation, who executed the foregoing and attached Certificate pursuant to authority granted by the Board of Directors of said Corporation. /s/ Eva Willatt ------------------------- Notary Public EVA WILLATT NOTARY PUBLIC My commission expires: MY COMMISSION EXPIRES 7/31/11 ----------------------------- Dated: July 31, 2007 ---------------- 3