SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
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))
[ ] 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.
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(Name of Registrant as Specified in Its Charter)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) 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 the 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:
_________________________________________________
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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
September 23, 1998
DEAR STOCKHOLDERS:
You have previously received the proxy materials dated August 31, 1998
for the Annual Meeting of Stockholders of The India Growth Fund Inc. (the
"Fund") to be held on Friday, October 9, 1998 at 3:00 P.M., New York time, at
the offices of Rogers & Wells LLP, 200 Park Avenue, New York, New York 10166.
Subsequent to the date of those proxy materials, the Fund was advised that Dr.
P.J. Nayak intends to resign as the Chairman and President and a director of
the Fund. Dr. P.J. Nayak is resigning these positions in connection with his
resignation as interim Chairman of Unit Trust of India, ("UTI"), the parent
company of the Fund's investment adviser.
Mr. P.S. Subramanyam, the newly appointed Chairman of UTI, replaces Dr.
P.J. Nayak as a nominee for election as a director by the stockholders at the
Meeting.
Except as specifically amended or supplemented by the information
contained in the attached Proxy Statement Supplement, all information set forth
in the Proxy Statement, dated August 31, 1998, remains accurate and should be
considered in casting your vote by proxy or at the meeting.
If you have already voted your shares for the nominees lised in the
August 31, 1998 proxy materials, your vote will be applied FOR management's
current nominees (Rahul Bajaj, G.P. Gupta and P.S. Subramanyam), as set forth
in the attached Proxy Statement Supplement, unless you revoke your original
vote by signing, dating and mailing the enclosed proxy card. The latest dated
proxy card received will be counted.
You are cordially invited to attend the meeting. If you do not plan to
attend, however, and have not already voted your shares, please sign, date and
mail the enclosed proxy card.
Respectfully,
DR. S.S. NAYAK
SECRETARY OF THE FUND
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THE INDIA GROWTH FUND INC.
C/O MITCHELL HUTCHINS ASSET MANAGEMENT INC.
1285 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10019
______________________
PROXY STATEMENT SUPPLEMENT
----------------------
INTRODUCTION
This Proxy Statement Supplement 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, October 9, 1998 at 3:00 P.M., New York time, at the offices of Rogers &
Wells LLP, 200 Park Avenue, New York, New York 10166, and at any adjournments
thereof.
The purpose of this Proxy Statement Supplement is to replace one of the
nominees on the slate of directors proposed by the Fund for election at the
meeting. The new proposed slate of directors includes two of the nominees
(Messrs. Rahul Bajaj and G.P. Gupta) set forth in the Proxy Statement, dated
August 31, 1998, and substitutes Mr. P.S. Subramanyam for Mr. P.J. Nayak. Mr.
P.J. Nayak was elected as a director and as President and Chairman of the Fund
at a July 3, 1998 meeting of the Fund's Board of Directors in connection with
his appointment as interim Chairman of Unit Trust of India ("UTI"), the parent
company of the Fund's investment adviser. Mr. P.J. Nayak is resigning these
positions with the Fund in connection with his resignation as interim Chairman
of UTI, and the appointment of Mr. P.S. Subramanyam as UTI's new Chairman.
Except as specifically amended or supplemented by the information
contained in this Proxy Statement Supplement, all information set forth in the
Proxy Statement remains accurate and should be considered in casting your vote
by proxy or at the meeting.
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.
(1) ELECTION OF DIRECTORS
The Fund's Board of Directors has nominated Rahul Bajaj, G.P. Gupta and
P.S. Subramanyam for election as Class III directors of the Fund. The terms of
Messrs. Rahul Bajaj and G.P. Gupta, who are existing Class III directors,
expire at the 1998 Annual Meeting of 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 for a
term expiring on the date of the Annual Meeting of Stockholders in 2001 or
until their successors are elected and qualified:
CLASS III
Rahul Bajaj
G.P. Gupta
P.S. Subramanyam
If any such nominee should be unable to serve due to 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.
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INFORMATION CONCERNING NOMINEES AND MEMBERS OF THE BOARD OF DIRECTORS
The following is a brief description of Mr. P.S. Subramanyam's principal
occupation and business experience during the last five years, directorships of
publicly held companies, age and certain other information. Mr. P.S.
Subramanyam (age 56) became the Chairman of UTI in September 1998. Prior to
that time, he was the Executive Director of the Industrial Development Bank of
India ("IDBI") from October 1996 through September 1998, and Chief General
Manager of IDBI from August 1991 through September 1996. Mr. Subramanyam is
not the beneficial owner of any shares of the Fund. His address is c/o Unit
Trust of India, 13 Sir Vithaldas Thackersey Marg, New Marine Lines, Mumbai 400
005, India. Information with respect to Messrs. Bajaj and Gupta and other
directors and officers of the Fund is contained in the Fund's Proxy Statement.
THE BOARD OF DIRECTORS OF THE FUND RECOMMENDS THAT YOU VOTE "FOR" THE
ELECTION OF THE THREE NOMINEES AS DIRECTORS.
VOTING
If you have already voted your shares, your vote will be applied FOR
management's nominees (Rahul Bajaj, G.P. Gupta and P.S. Subramanyam), as set
forth in this Proxy Statement Supplement, unless you revoke your original vote
by signing, dating and mailing the enclosed proxy card. The latest dated proxy
card received will be counted.
You are cordially invited to attend the meeting. If you do not plan to
attend, however, and have not already voted your shares, please sign, date and
mail the enclosed proxy card.
By order of the Board of Directors,
DR. S.S. NAYAK
SECRETARY
1285 Avenue of the Americas
New York, New York 10019
September 23, 1998
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