<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[X] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
THE INDIA GROWTH FUND INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
[_] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
-------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
-------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
-------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
-------------------------------------------------------------------------
(5) Total fee paid:
-------------------------------------------------------------------------
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
-------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
-------------------------------------------------------------------------
(3) Filing Party:
-------------------------------------------------------------------------
(4) Date Filed:
-------------------------------------------------------------------------
Notes:
<PAGE>
THE INDIA GROWTH FUND INC.
C/O MITCHELL HUTCHINS ASSET MANAGEMENT INC.
1285 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10019
(212) 713-2848
August 29, 1996
Dear Stockholders:
The Annual Meeting of Stockholders of The India Growth Fund Inc. (the "Fund")
will be held on Friday, September 27, 1996 at 2:00 P.M., New York time, at the
offices of Rogers & Wells, 200 Park Avenue, New York, New York 10166. A Notice
and Proxy Statement, proxy card and postage prepaid envelope are enclosed.
At the Annual Meeting, the stockholders will (i) elect two Class I directors
for a term of three years and one Class III director for a term of two years,
(ii) ratify the selection of Price Waterhouse LLP as independent public
accountants of the Fund and (iii) transact such other business as may properly
be brought before the meeting.
The Board recommends that stockholders vote in favor of each of proposals (i)
and (ii) above.
You are cordially invited to attend the meeting. If you do not plan to
attend, however, we urge you to complete and return your signed and dated proxy
in the envelope provided.
Respectfully,
Mr. Jagdish Capoor
President and Chairman of the Board
<PAGE>
THE INDIA GROWTH FUND INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To the Stockholders of
The India Growth Fund Inc.:
Notice Is Hereby Given that the Annual Meeting of Stockholders of The India
Growth Fund Inc. (the "Fund") will be held on Friday, September 27, 1996 at
2:00 P.M., New York time, at the offices of Rogers & Wells, 200 Park Avenue,
New York, New York 10166, for the following purposes:
1. To elect two Class I directors to serve for a term expiring on the date
of the annual meeting of stockholders in 1999 and to elect one Class III
director to serve for a term expiring on the date of the annual meeting
of stockholders in 1998.
2. To ratify the selection of Price Waterhouse LLP as independent public
accountants of the Fund for its fiscal year ending June 30, 1997.
3. To transact such other business as may properly come before the meeting
or any adjournments thereof.
The Board of Directors has fixed the close of business on July 26, 1996 as
the record date for the determination of stockholders entitled to notice of and
to vote at the meeting or any adjournments thereof.
By order of the Board of Directors,
Dr. S. S. Nayak
August 29, 1996
STOCKHOLDERS WHO DO NOT EXPECT TO ATTEND THE MEETING IN PERSON ARE
REQUESTED TO COMPLETE, DATE AND SIGN THE ENCLOSED FORM OF PROXY AND
RETURN IT PROMPTLY IN THE ENVELOPE PROVIDED FOR THAT PURPOSE.
<PAGE>
THE INDIA GROWTH FUND INC.
C/O MITCHELL HUTCHINS ASSET MANAGEMENT INC.
1285 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10019
------------------
PROXY STATEMENT
------------------
INTRODUCTION
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of THE INDIA GROWTH FUND INC. (the "Fund")
for use at the Annual Meeting of Stockholders, to be held on Friday, September
27, 1996 at 2:00 P.M., New York time, at the offices of Rogers & Wells, 200
Park Avenue, New York, New York 10166, and at any adjournments thereof. The
purpose of the meeting and the matters to be acted upon are set forth in the
accompanying Notice of Annual Meeting of Stockholders.
This Proxy Statement and the form of proxy are being mailed to stockholders
on or about August 29, 1996. Any stockholder giving a proxy has the power to
revoke it by mail (addressed to the Fund, c/o PNC Bank, National Association,
P.O. Box 9426,Wilmington, Delaware 19809-9938) or in person at the meeting, by
executing a superseding proxy or by submitting a notice of revocation to the
Fund. All properly executed proxies received in time for the meeting will be
voted as specified in the proxy or, if no specification is made, "FOR" each
proposal referred to in this Proxy Statement.
The Board of Directors has fixed the close of business on July 26, 1996 as
the record date for the determination of stockholders entitled to notice of
and to vote at the meeting and at any adjournments thereof. Stockholders on
the record date will be entitled to one vote for each share held, with no
shares having cumulative voting rights. As of the record date, the Fund had
outstanding 9,828,506 shares of common stock.
THE FUND WILL FURNISH, WITHOUT CHARGE, A COPY OF ITS ANNUAL REPORT FOR ITS
FISCAL YEAR ENDED JUNE 30, 1996 TO ANY STOCKHOLDER REQUESTING SUCH REPORT.
REQUESTS FOR THE ANNUAL REPORT SHOULD BE MADE IN WRITING TO MITCHELL HUTCHINS
ASSET MANAGEMENT INC., 1285 AVENUE OF THE AMERICAS, NEW YORK, NEW YORK 10019
OR BY CALLING PNC BANK, NATIONAL ASSOCIATION, THE FUND'S TRANSFER AGENT, AT 1-
800-852-4750.
Mitchell Hutchins Asset Management Inc. is the Fund's administrator. Its
business address is 1285 Avenue of the Americas, New York, New York 10019.
Unit Trust of India Investment Advisory Services Limited is the Fund's
investment adviser. Its business address is Commerce Centre, 8th Floor, G. D.
Somani Marg, Cuffe Parade, Bombay, India 400 005.
Management of the Fund knows of no business other than that mentioned in
Items 1 and 2 of the Notice of Annual Meeting of Stockholders which will be
presented for consideration at the meeting. If any other matter is properly
presented, it is the intention of the persons named in the enclosed proxy to
vote in accordance with their best judgment.
<PAGE>
(1) ELECTION OF DIRECTORS
The Fund's Board of Directors has been divided into three classes, the term
of one of which expires each year. The terms of Messrs. Antoine W. van Agtmael
and Ratan N. Tata, constituting the Class I directors, expire at the 1996
Annual Meeting of Stockholders. Mr. Jagdish Capoor, a Class III director whose
term expires in 1998, is standing for election at this Annual Meeting of
Stockholders because he has not been previously elected by the Stockholders.
Persons named in the accompanying form of proxy intend in the absence of
contrary instructions to vote all proxies "FOR" the election of the three
nominees listed below, two of which are to serve as Class I directors of the
Fund for a term expiring on the date of the 1999 Annual Meeting of Stockholders
or until their successors are elected and qualified and one of which is to
serve as a Class III director of the Fund for a term expiring on the date of
the 1998 Annual Meeting of Stockholders or until his successor is elected and
qualified:
<TABLE>
<CAPTION>
CLASS I CLASS III
------- ---------
<S> <C>
Antoine W. van Agtmael Jagdish Capoor
Ratan N. Tata
</TABLE>
If any such nominee should be unable to serve, an event not now anticipated,
the proxies will be voted "FOR" such person, if any, as shall be designated by
the Board of Directors to replace any such nominee. In February 1996, Dr. S. A.
Dave resigned as a director of the Fund. Effective April 1996, the Board of
Directors elected Mr. Capoor to fill the vacancy created by Dr. Dave's
resignation.
INFORMATION CONCERNING NOMINEES AND MEMBERS OF THE BOARD OF DIRECTORS
The following table sets forth certain information concerning each of the
directors and nominees for director. Each of the nominees is currently a
director of the Fund.
<TABLE>
<CAPTION>
PRESENT OFFICE WITH THE
FUND, PRINCIPAL OCCUPATIONS SHARES
OR EMPLOYMENT DURING PAST BENEFICIALLY
NAME AND ADDRESS FIVE YEARS AND DIRECTORSHIPS DIRECTOR OWNED PERCENT
OF DIRECTOR (AGE) IN PUBLICLY HELD COMPANIES SINCE JULY 26, 1996(1) OF CLASS
----------------- ------------------------------- -------- ---------------- --------
<S> <C> <C> <C> <C>
*Mr. Jagdish Capoor President and Chairman of the 1996 None --
(58)................... Board of the Fund; Chairman,
13, Sir V. Thackersey Unit Trust of India, since
Marg February 1996; Chairman, Unit
New Marine Lines Trust of India Investment
Bombay 400 020, India Advisory Services Limited,
since February 1996.
Previously, senior executive
with Reserve Bank of India.
Antoine W. van Agtmael President, Emerging Markets 1988 None --
(51)................... Investors Corporation and
1001 Nineteenth Street, Emerging Markets Management,
N.W. since 1987; Managing Director,
16th Floor Strategic Investment Partners,
Arlington, VA 22209- Inc., Strategic Investment
1722 Management and Strategic
USA Investment Management
International, since 1987;
Deputy Director, International
Finance Corporation, from 1986
to 1987; Division Chief, World
Bank, from 1984 to 1985;
Investment Officer,
International Finance Corpora-
tion, from 1979 to 1984.
</TABLE>
2
<PAGE>
<TABLE>
<CAPTION>
PRESENT OFFICE WITH THE
FUND, PRINCIPAL OCCUPATION SHARES
OR EMPLOYMENT DURING PAST BENEFICIALLY
NAME AND ADDRESS FIVE YEARS AND DIRECTORSHIPS DIRECTOR OWNED PERCENT
OF DIRECTOR (AGE) IN PUBLICLY HELD COMPANIES SINCE JULY 26, 1996(1) OF CLASS
----------------- ------------------------------- -------- ---------------- --------
<S> <C> <C> <C> <C>
Rahul Bajaj (58)........ Chairman and Managing Director, 1988 None --
Akurdi Bajaj Auto Limited, since
Pune 411 035, India 1970; Chairman, Indian
Airlines, from 1986 to 1989;
Director of various other
Indian companies.
*S. H. Khan (58)........ Chairman, Industrial 1994 None --
IDBI Towers Development Bank of India
Cuffe Parade ("IDBI"), since December 1993;
Bombay, India Managing Director, IDBI, since
February 1992; Executive
Director, IDBI, from June 1986
to February 1992.
A. C. Muthiah (55)...... Vice Chairman and President, 1988 None --
97 Mount Road Southern Petrochemical
Guindy Madras Industries Corporation
600 032, India Limited, since January 1983;
Director of various other
Indian companies.
Peter J. Pearson (50)... Partner, The Berwick Group, 1988 None --
The Berwick Group since December 1993; Chairman,
51 Lincoln's Inn Fields Bockhampton Investments, since
London WGZA 31Z January 1992; Director, Fund
United Kingdom Management, Enskilda Asset
Management, from March 1990 to
May 1993; Chief Executive, NM
Rothschild Asset Management
Ltd. ("NM Rothschild"), from
1989 to 1990; Managing
Director, NM Rothschild, from
1988 to 1989; Managing
Director,
Fidelity International
Investment Management (Hong
Kong) Limited, from 1981 to
1988.
*Christopher Reeves Chairman, Merrill Lynch Europe 1991 None --
(60)................... Limited, since September 1993;
Ropemaker Place Vice Chairman, Merrill Lynch
25 Ropemaker Street International Limited, from
London EC2Y 9LY March 1989 to September 1993;
United Kingdom Senior Advisor to the
President of Merrill Lynch
Capital Markets since 1988.
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
PRESENT OFFICE WITH THE
FUND, PRINCIPAL OCCUPATION SHARES
OR EMPLOYMENT DURING PAST BENEFICIALLY
NAME AND ADDRESS FIVE YEARS AND DIRECTORSHIPS DIRECTOR OWNED PERCENT
OF DIRECTOR (AGE) IN PUBLICLY HELD COMPANIES SINCE JULY 26, 1996(1) OF CLASS
----------------- ------------------------------- -------- ---------------- --------
<S> <C> <C> <C> <C>
Ratan N. Tata (58)...... Chairman, Tata Industries 1988 None --
Bombay House Limited and Tata Sons Limited;
24, Homi Mody Street Executive Chairman, Tata
Bombay 400 023, India Engineering & Locomotive
Company Limited, since
December 1988; Chairman and
Deputy Chairman, Vice Chairman
or Director of various
companies in the Tata Group of
industrial companies.
</TABLE>
- --------
* Directors considered to be "interested persons" (as defined in the
Investment Company Act of 1940) of the Fund or of the Fund's investment
adviser, Unit Trust of India Investment Advisory Services Limited (the
"Adviser"). Mr. Jagdish Capoor is deemed to be an interested person because
of his affiliation with the Fund's Adviser. Mr. S. H. Khan is deemed to be
an interested person because of his affiliation with the Industrial
Development Bank of India, which owns 50% of the outstanding equity of Unit
Trust of India ("UTI"), of which the Adviser is a wholly owned subsidiary.
Mr. Christopher Reeves is deemed to be an interested person because of his
affiliation with Merrill Lynch Europe Limited, which is affiliated with
Merrill Lynch, Pierce, Fenner & Smith Incorporated, a broker-dealer
registered under the United States Securities Exchange Act of 1934, as
amended (the "Exchange Act"), which has acted as an underwriter for the
Fund's shares.
(1) The information as to beneficial ownership is based on statements furnished
to the Fund by the directors.
The Fund's Board of Directors has an Executive Committee which may exercise
the powers of the Board to conduct the current and ordinary business of the
Fund while the Board is not in session. The current members of the Executive
Committee are Messrs. Rahul Bajaj and Jagdish Capoor. The Executive Committee
did not meet during the fiscal year ended June 30, 1996.
The Fund's Board of Directors has an Audit Committee which is responsible for
reviewing financial and accounting matters. The current members of the Audit
Committee are Messrs. Antoine W. van Agtmael, Rahul Bajaj, A. C. Muthiah, Peter
J. Pearson and Ratan N. Tata. The Audit Committee met twice during the fiscal
year ended June 30, 1996.
The Board of Directors of the Fund met three times during the Fiscal year
ended June 30, 1996. Messrs. Antoine W. van Agtmael, Rahul Bajaj, S. H. Khan,
A. C. Muthiah and Ratan N. Tata attended fewer than 75% of the total number of
Board meetings and meetings of committees on which they serve.
EXECUTIVE OFFICERS OF THE FUND
Mr. Jagdish Capoor (age 58) has been president of the Fund since April 1996
(see information provided above).
Dr. S. S. Nayak (age 47), has been Secretary and Treasurer of the Fund and
General Manager of the Department of International Finance of UTI since January
1995. Before that, he served in a number of other positions at UTI. From
January 1991 to December 1994, he was Joint General Manager--Investments, and
from 1986 to 1990, he served as Manager at the Chairman's Secretariat.
4
<PAGE>
Mr. Jagdish Capoor and Dr. S. S. Nayak are considered to be "interested
persons" of the Fund and the Adviser as defined in the Investment Company Act
of 1940.
TRANSACTIONS WITH AND REMUNERATION OF OFFICERS AND DIRECTORS
The Adviser bears all salaries and expenses of the Fund's officers and
directors who are directors, trustees, officers or employees of the Adviser or
UTI, except that the Fund bears travel expenses or an appropriate fraction
thereof of such officers and directors of the Fund to the extent such expenses
relate to attendance at meetings of the Fund's Board of Directors or any
committee thereof. All executive officers of the Fund are affiliated with UTI
or the Adviser. The aggregate direct remuneration for directors not affiliated
with UTI or the Adviser was approximately $30,500 during the fiscal year ended
June 30, 1996. Each such unaffiliated director currently receives fees, paid by
the Fund, of $500 per directors' meeting and committee meeting attended and an
annual director's fee of $5,000.
UTI, which pays the compensation and certain expenses of the officers of UTI
who serve as directors and officers of the Fund, receives a fee for
administration of the trust fund arrangement under which the Fund's assets are
held in India, including accounting and portfolio valuation services.
The following table sets forth the aggregate compensation from the Fund paid
to each director during the fiscal year ended June 30, 1996. The Adviser and
its affiliates do not advise any other U.S. registered investment companies and
therefore the Fund is not considered part of a Fund Complex.
<TABLE>
<CAPTION>
AGGREGATE
COMPENSATION
NAME OF DIRECTOR FROM THE FUND(1)
---------------- ----------------
<S> <C>
Mr. Jagdish Capoor(2)....................................... $0
S. A. Dave(2)(3)............................................ $0
Antoine W. van Agtmael...................................... $6,000
Rahul Bajaj................................................. $5,500
S. H. Khan(2)............................................... $0
A. C. Muthiah............................................... $6,000
Peter J. Pearson............................................ $6,500
Christopher Reeves(2)....................................... $0
Ratan N. Tata............................................... $6,500
</TABLE>
- --------
(1) Includes all compensation paid to directors by the Fund. The Fund's
directors do not receive any pension or retirement benefits as compensation
for their service as directors of the Fund.
(2) Mr. Jagdish Capoor, Mr. S.H. Khan and Dr. S.A. Dave, who are affiliated
with the Adviser, and Mr. Christopher Reeves, who is affiliated with a
broker-dealer registered under the Exchange Act, are "interested persons"
of the Fund and, therefore, did not receive any compensation from the Fund
for their service as directors.
(3) Dr. Dave has resigned as a Director of the Fund.
Section 16(a) of the Exchange Act requires the Fund's officers and directors,
and persons who own more than ten percent of a registered class of the Fund's
equity securities, to file reports of ownership and changes in ownership with
the Securities and Exchange Commission and the New York Stock Exchange, Inc.
The Fund believes that its officers and directors complied with all applicable
filing requirements for the fiscal year ended June 30, 1996, except that the
Form 3--Initial Statement of Beneficial Ownership of Securities for Mr. Capoor,
a director of the Fund since April, was inadvertently filed late by management
of the Fund, which had undertaken to file the form on his behalf.
The election of the nominees as directors requires the affirmative vote of a
majority of the votes cast at a meeting at which a quorum is present. The
presence in person or by proxy of the holders of record of a
5
<PAGE>
majority of the shares of the common stock of the Fund issued and outstanding
and entitled to vote at the meeting shall constitute a quorum. For this
purpose, abstentions and broker non-votes will be counted in determining
whether a quorum is present at the meeting, but will not be counted as votes
cast at the meeting.
THE BOARD OF DIRECTORS OF THE FUND RECOMMENDS THAT YOU VOTE "FOR" THE
ELECTION OF THE THREE NOMINEES AS DIRECTORS
(2) RATIFICATION OF SELECTION OF INDEPENDENT ACCOUNTANTS
At a meeting held on July 5, 1996, the Board of Directors of the Fund,
including a majority of the directors who are not interested persons of the
Fund, selected Price Waterhouse LLP to act as independent accountants for the
Fund for the fiscal year ending June 30, 1997. The Fund knows of no direct
financial or material indirect financial interest of such firm in the Fund. One
or more representatives of Price Waterhouse LLP are expected to be present at
the meeting and will have an opportunity to make a statement if they so desire.
Such representatives are expected to be available to respond to appropriate
questions from stockholders.
The Fund's financial statements for the fiscal year ended June 30, 1996 were
audited by Price Waterhouse LLP.
The ratification of the selection of independent accountants requires the
affirmative vote of a majority of the votes cast at a meeting at which a quorum
is present. For this purpose, abstentions and broker non-votes will be counted
in determining whether a quorum is present at the meeting, but will not be
counted as votes cast at the meeting.
THE BOARD OF DIRECTORS OF THE FUND RECOMMENDS THAT YOU VOTE "FOR" PROPOSAL
NO. 2
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
Set forth below is information with respect to persons who, to the knowledge
of the management of the Fund, owned beneficially more than 5% of the Fund's
outstanding shares as of July 26, 1996. The information is based on publicly
available Schedule 13D and 13G disclosures filed with the Securities and
Exchange Commission.
<TABLE>
<CAPTION>
NAME AND ADDRESS AMOUNT AND NATURE
OF OF PERCENT
TITLE OR CLASS BENEFICIAL OWNER BENEFICIAL OWNERSHIP OF CLASS
-------------- ---------------- -------------------- --------
<S> <C> <C> <C>
Common Stock.... Has shared power to vote and 6.89%
United Nations Joint Staff dispose of 677,334 shares with
Pension Fund its investment adviser,
United Nations Fiduciary Trust Company
New York, NY 10017 International.
Common Stock.... Fiduciary Trust Company Has shared power to vote and 6.89%
International dispose of 677,334 shares.
Two World Trade Center
New York, NY 10048
Common Stock.... John G. Pearson, M.D. Has sole power to vote and 5.07%
Riverdale Drive dispose of 458,500 shares and
Murfreesboro, TN 37129 shares power to vote and dispose
of 40,000 shares with partners
in Nashville Nephrology
Associates.
</TABLE>
6
<PAGE>
MISCELLANEOUS
Proxies will be solicited by mail and may be solicited in person or by
telephone or telegraph by officers of the Fund or personnel of the Adviser. The
Fund has retained Shareholder Communications Corporation to assist in the proxy
solicitation. The cost of their services is estimated at $3,500, plus out-of-
pocket expenses. The expenses connected with the solicitation of these proxies
and with any further proxies which may be solicited by the Fund's officers or
agents in person, by telephone or by telegraph will be borne by the Fund. The
Fund will reimburse banks, brokers, and other persons holding the Fund's shares
registered in their names or in the names of their nominees for their expenses
incurred in sending proxy material to and obtaining proxies from the beneficial
owners of such shares.
In the event that sufficient votes in favor of any proposal set forth in the
Notice of this meeting are not received by September 27, 1996, the persons
named as attorneys in the enclosed proxy may propose one or more adjournments
of the meeting to permit further solicitation of proxies. Any such adjournment
will require the affirmative vote of the holders of a majority of the shares
present in person or by proxy at the session of the meeting to be adjourned.
The persons named as attorneys in the enclosed proxy will vote in favor of such
adjournment those proxies which they are entitled to vote in favor of the
proposal for which further solicitation of proxies is to be made. They will
vote against any such adjournment those proxies required to be voted against
such proposal. The costs of any such additional solicitation and of any
adjourned session will be borne by the Fund.
STOCKHOLDER PROPOSALS
Any proposal by a stockholder of the Fund intended to be presented at the
1997 meeting of stockholders of the Fund must be received by the Fund, c/o
Mitchell Hutchins Asset Management Inc., 1285 Avenue of the Americas, New York,
New York 10019 not later than May 1, 1997.
By order of the Board of Directors,
Dr. S. S. Nayak
Secretary
1285 Avenue of the Americas
New York, New York 10019
August 29, 1996
7
<PAGE>
PROXY PROXY
THE INDIA GROWTH FUND INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
Annual Meeting of Stockholders -- September 27, 1996
The undersigned hereby appoints Jagdish Capoor, S.S. Nayak and Laurence E.
Cranch, and each of them, the proxies of the undersigned, with power of
substitution to each of them, to vote all shares of The India Growth Fund Inc.
which the undersigned is entitled to vote at the Annual Meeting of
Stockholders of The India Growth Fund Inc. to be held on September 27, 1996 at
2:00 P.M., New York time, at the offices of Rogers & Wells, 200 Park Avenue,
New York, New York 10166, and at any adjournments thereof.
UNLESS OTHERWISE SPECIFIED IN THE SQUARES AND/OR ON THE LINE PROVIDED, THE
UNDERSIGNED'S VOTE WILL BE CAST FOR ITEMS (1) AND (2).
1. The election of FOR all nominees [_] WITHHOLD AUTHORITY [_]
directors: listed below (except to vote for all nominees
as marked to the below
contrary below)
NOMINEES: Antoine van Agtmael and Ratan Tata as Class I directors and Jagdish
Capoor as a Class III director.
(INSTRUCTION: To withhold authority to vote for any individual nominee, write
that nominee's name in the space provided below.)
- -------------------------------------------------------------------------------
<PAGE>
2. Ratification of the selection of FOR [_] AGAINST [_] ABSTAIN [_]
Price Waterhouse LLP as independent
certified public accountants of the
Fund for its fiscal year ending June
30, 1997.
3. In their discretion on any other
business which may properly come
before the meeting or any adjournments
thereof.
Please sign exactly as your name or names appear at
left. When signing as attorney, executor,
administrator, trustee or guardian, please give
your full title as such.
----------------------------------------------------
(Signature of Stockholder)
----------------------------------------------------
(Signature of joint owner, if any)
Date _________________________________________, 1996
PLEASE SIGN AND RETURN PROMPTLY IN ENCLOSED ENVELOPE
NO POSTAGE IS REQUIRED
