INDIA GROWTH FUND INC, DEF 14A, 2000-09-01

INDIA GROWTH FUND INC
DEF 14A, 2000-09-01

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<PAGE>

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))
[X] Definitive Proxy Statement
[ ] 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)

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:
_________________________________________________
<PAGE>

THE INDIA GROWTH FUND INC.
c/o Mitchell Hutchins Asset Management Inc.
499 Washington Boulevard, 14th Floor
Jersey City, NJ 07310-1998
(201) 318-4141

September 1, 2000

Dear Stockholders:

The Annual Meeting of Stockholders of The India Growth Fund Inc. (the
"Fund") will be held on Friday, September 29, 2000, at 3:00 P.M., New York
time, at the offices of Clifford Chance Rogers & Wells LLP, 200 Park Avenue,
New York, New York 10166. A Notice and Proxy Statement, proxy card and postage
prepaid envelope are enclosed.

The matters on which you, as a stockholder of the Fund, are being asked to
vote are: (i) the election of two Class II directors for a term of three
years; and (ii) ratification of the selection of PricewaterhouseCoopers LLP as
independent accountants of the Fund.

The Board of Directors recommends that stockholders vote in favor 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. P.S. Subramanyam
President & 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 29, 2000, at
3:00 P.M., New York time, at the offices of Clifford Chance Rogers & Wells
LLP, 200 Park Avenue, New York, New York 10166, for the following purposes:

1. To elect two Class II directors to serve for a term expiring on the
date of the annual meeting of stockholders in 2003.

2. To ratify the selection of PricewaterhouseCoopers LLP as independent
accountants of the Fund for its fiscal year ending June 30, 2001.

3. To transact such other business as may properly come before the
meeting or adjournments thereof.

The Board of Directors has fixed the close of business on August 4, 2000, 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,

J.S. Mascarenhas

Dated: September 1, 2000

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.
499 Washington Boulevard, 14th Floor
Jersey City, NJ 07310-1998

----------------

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
29, 2000, at 3:00 P.M., New York time, at the offices of Clifford Chance
Rogers & Wells LLP, 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 September 1, 2000. 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 August 4, 2000, 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
9,830,611 outstanding shares of common stock.

On August 28, 2000, the Fund sent a copy of its annual report for its fiscal
year ended June 30, 2000 to each stockholder of record of the Fund. The Fund
will furnish without charge an additional copy of its annual report to any
stockholder requesting such report. Requests for copies of these reports
should be made by writing to Mitchell Hutchins Asset Management Inc., the
Fund's administrator, at 499 Washington Boulevard, 14th floor, Jersey City,
New Jersey 07310-1998. Unit Trust of India Investment Advisory Services
Limited is the Fund's investment adviser. Its business address is Commerce
Centre 1, 8th Floor, G.D. Somani Marg, Cuffe Parade, Mumbai, India 400-005.

(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. Ishaat Hussain, Peter
J. Pearson and Christopher Reeves, constituting the Class II directors, expire
at the 2000 Annual Meeting of Stockholders. Mr. Pearson has submitted his
resignation as a director of the Fund effective as of September 29, 2000, and
accordingly is not standing for reelection. Mr. Hussain was elected by the
Fund's Board of Directors as a Class II director at a meeting held on January
24,
<PAGE>

2000. Persons named in the accompanying form of proxy intend, in the absence
of contrary instructions, to vote all proxies "FOR" the election of the two
nominees listed below for a term expiring on the date of the Annual Meeting of
Stockholders in 2003 or until their successors are elected and qualified:

Class II
Ishaat Hussain
Christopher Reeves

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.

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.

**Pierre Dinan (63)......... Director, Multiconsult 1999 None --
11 Eliacin Francois Street Limited since 1993; Partner,
Rose Hill De Chazal Du Mee (DCDM),
Mauritius since 1985; Director, UTIIAS
(Mauritius) Ltd. since 1999.

**Uday Kumar Gujadhur (45).. Director, Multiconsult 1999 None --
8E, Lislet Geoffroy Street Limited since 1994; Partner,
Cunepipe De Chazal Du Mee (DCDM),
Mauritius since 1988; Director, UTIIAS
(Mauritius) Ltd. since 1999.
</TABLE>

2
<PAGE>

<TABLE>
<CAPTION>
Present Office with the Fund,
Principal
Occupations or Employment Shares
During Beneficially
Past Five Years and Owned
Name and Address Directorships Director August 4, Percent
of Director (Age) in Publicly Held Companies Since 2000(1) of Class
----------------- ----------------------------- -------- ------------ --------
<S> <C> <C> <C> <C>
*Mr. G.P. Gupta (59)...... Chairman, IDBI since July 1997 None --
IDBI, IDBI Towers 1998; President and Chairman
Cuffe Parade of the Board of the Fund
Mumbai 400-005 from 1997 to 1998; Chairman,
India UTI, from January 1997 to
June 1998; Chairman, Unit
Trust of India Investment
Advisory Services Limited,
from March 1997 to June
1998; Executive Director,
IDBI from September 1992 to
December 1996; Director,
Industrial Finance
Corporation of India Ltd.,
since 1998; Director, Small
Industries Development Bank
of India, from May 1995 to
January 1997; Director, IDBI
Bank Ltd., from September
1994 to January 1997;
Director, Tata Iron & Steel
Co. Ltd., from August 1994
to January 1997; Director,
IDBI Investment Co. Ltd.,
from December 1991 to
December 1996; Director,
Industrial Credit Investment
Corporation of India;
Council Member, Indian
Institute of Bankers.

Thomas L. Hansberger (67). President, Chief Executive 1999 None --
Hansberger Global Officer, Director and
Investors Treasurer, Hansberger Global
515 East Las Olas Blvd. Investors Inc. since 1994;
Suite 1300 Director, Hansberger Global
Fort Lauderdale, FL 33301 Fund PLC since 1994;
USA Director, Hansberger Global
Investors Ltd., since 1994;
Director, Hansberger Global
Investors (HK) Limited since
1996.

Ishaat Hussain (52)....... Executive Director, Tata 2000 None --
Tata Sons Ltd. Sons Ltd. since July 1999;
Bombay House Senior Vice President and
Homi Mody Street Executive Director of
Mumbai 400 001 Finance, Tata Iron & Steel
Co. Ltd. until June 1999.
</TABLE>

3
<PAGE>

***Peter J. Pearson (54). Managing Director, Atlantis 1988 None --
2 Copthall Avenue Investment Management
London EC2R 7DA Limited, since September
United Kingdom 2000; Partner, The Berwick
Group, from 1994 to 2000;
Managing Director, Enskilda
Asset Management, from 1990
to 1993; Chief Executive,
Rothschild Asset Management
Ltd., from 1988 to 1990;
Managing Director, Fidelity
International Investment
Management (Hong Kong)
Limited, from 1981 to 1988;
Director of various other
Asian funds.

*Christopher Reeves (64). Senior Adviser, Merrill 1991 None --
Ropemaker Place Lynch Europe Holdings
25 Ropemaker Street Limited, since February
London EC2Y 9LY 1999; Chairman, Merrill
United Kingdom Lynch Europe PLC, since
September 1993; Chairman,
Merrill Lynch International,
since September 1993; Deputy
Chairman, Merrill Lynch
International, from February
1998 to February 1999; Vice
Chairman, Merrill Lynch
International Limited, from
March 1989 to September
1993; Senior Advisor to the
President of Merrill Lynch
Capital Markets, from 1988
to 1989; Director, DSP
Merrill Lynch International,
since March 1995.
</TABLE>

4
<PAGE>

<TABLE>
<CAPTION>
Present Office with the Fund,
Principal
Occupations or Employment Shares
During Beneficially
Past Five Years and Owned
Name and Address Directorships Director August 4, Percent
of Director (Age) in Publicly Held Companies Since 2000(1) of Class
----------------- ----------------------------- -------- ------------ --------
<S> <C> <C> <C> <C>
***Antoine W. Van Agtmael (55). President and Chief 1988 None --
1001 Nineteenth Street, N.W. Investment Officer, Emerging
16th Floor Markets Investors
Arlington, VA 22209-1722 Corporation and Emerging
USA Markets Management, LLC,
since 1987; Vice President
and Managing Director,
Strategic Investment
Partners, Inc., Strategic
Investment Management and
Strategic 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
Corporation, from 1979 to
1984.
</TABLE>

--------
* Directors considered to be "interested persons" (as defined in the
Investment Company Act of 1940, as amended (the "1940 Act")) of the Fund
or of the Fund's investment adviser, Unit Trust of India Investment
Advisory Services Limited (the "Adviser"). Mr. P.S. Subramanyam is deemed
to be an interested person because of his affiliation with UTI, the
parent company of the Adviser. Mr. G.P. Gupta is deemed to be an
interested person because of his affiliation with IDBI, which owns 50% of
the initial capital of UTI. Mr. Christopher Reeves is deemed to be an
interested person because of his affiliation with Merrill Lynch Europe
PLC, 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.
** Messrs. Dinan and Gujadhur are Directors of UTIIAS (Mauritius) Ltd., an
entity which is 60% owned by UTIIAS, the Fund's investment adviser, and
40% owned by De Chazal Du Mee Ltd. (DCDMCL). DCDMCL is a subsidiary
company of De Chazal Du Mee & Co. of which Messrs. Dinan and Gujadhur are
partners.
*** Messrs. van Agtmael and Pearson have submitted their resignations as
directors of the Fund, effective as of September 29, 2000. The Fund's
Board of Directors will consider whether or not to fill the vacancies at
an appropriate time in the future.
(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. P.S. Subramanyam, G.P. Gupta and Ishaat Hussain. The
Executive Committee did not meet during the fiscal year ended June 30, 2000.

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. Hansberger, Hussain, Murthy, Pearson and van
Agtmael. The Audit Committee met twice during the fiscal year ended June 30,
2000.

5
<PAGE>

The Board of Directors of the Fund met four times during the fiscal year
ended June 30, 2000. Mr. Gupta attended fewer than 75% of the total number of
Board meetings and meetings of committees on which he serves.

Executive Officers of the Fund

Mr. P.S. Subramanyam (age 58), has been President and Chairman of the Board
of Directors of the Fund since October 9, 1998 (see information provided
above).

Mr. J.S. Mascarenhas (age 49), was elected Secretary and Treasurer of the
Fund by the Board of Directors by unanimous written consent dated as of August
27, 1999. He was also appointed Chief Executive Officer of the Adviser of the
Fund in July 1999. Mr. Mascarenhas serves as the manager of the Fund and is
primarily responsible for the day-to-day management of the Fund's portfolio.
Prior to his promotion to Chief Executive Officer of the Adviser, he served in
a number of other positions with UTI over the course of almost thirty years.
From January 1995 to July 1999, he was General Manager and Executive Assistant
to the Chairman of UTI, from June 1994 to December 1994, he was General
Manager of the Department of Accounts and Investment Accounts, and from May
1989 to May 1994, he was in charge of one of UTI's largest branch offices in
Ahmedabad.

Mr. P.S. Subramanyam and Mr. J.S. Mascarenhas are considered to be
"interested persons" of the Fund and the Adviser as defined in the 1940 Act.

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 all directors not
affiliated with UTI or the Adviser was approximately $34,000 during the fiscal
year ended June 30, 2000. 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 Mr. Subramanyam,
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.

6
<PAGE>

The following table sets forth the aggregate compensation from the Fund paid
to each director during the fiscal year ended June 30, 2000. 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. P.S. Subramanyam(2)................................... $ 0
Pierre Dinan(3)........................................... $ 0
Uday Kumar Gujadhur(3).................................... $ 0
G.P. Gupta(2)............................................. $ 0
Thomas L. Hansberger...................................... $6,500
Ishaat Hussain............................................ $6,000
Glen Moreno(4)............................................ $ 0
Narayana Murthy........................................... $6,500
A.C. Muthiah(5)........................................... $ 0
Peter J. Pearson.......................................... $7,500
Christopher Reeves(2)..................................... $ 0
Antoine W. van Agtmael.................................... $7,500
</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. P.S. Subramanyam and Mr. G.P. Gupta, 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) Messrs. Dinan and Gujadhur have waived their fees for serving as
directors.
(4) Mr. Moreno resigned as a director of the Fund effective July 5, 1999.
(5) Mr. Muthiah resigned as a director of the Fund effective August 12, 1999.

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, 2000.

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 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 TWO NOMINEES AS DIRECTORS.

7
<PAGE>

(2) RATIFICATION OF SELECTION OF INDEPENDENT ACCOUNTANTS

At a meeting held on July 7, 2000, the Board of Directors of the Fund,
including a majority of the directors who are not interested persons of the
Fund, selected PricewaterhouseCoopers LLP to act as independent accountants
for the Fund for the fiscal year ending June 30, 2001. PricewaterhouseCoopers
LLP has served as independent accountants for the Fund for prior fiscal years.
The Fund knows of no direct financial or material indirect financial interest
of such firm in the Fund. One or more representatives of
PricewaterhouseCoopers 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, 2000 were
audited by PricewaterhouseCoopers 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.

Share Repurchase Program

At a Special Meeting of the Board of Directors held on August 18, 2000, the
Board approved a share repurchase program for up to 20% of the Fund's common
stock. The Fund intends to commence this share repurchase program during the
fourth quarter of 2000. The Fund will purchase such shares in the open market
at times and prices determined by management of the Fund to be in the best
interests of stockholders of the Fund.

If the average of the closing prices of the common stock of the Fund on the
New York Stock Exchange for the last trading day in each week during a 12-week
period (commencing in the second quarter of 2001 and ending in the third
quarter of 2001, as set by the Board of Directors) represents a discount of
20% or more from the average net asset value of the Fund as determined on the
same days in the same period, the Board of Directors intends to consider
taking appropriate actions in the fourth quarter of 2001 to address the Fund's
discount.

8
<PAGE>

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 August 4, 2000. 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 Percent
Title or Class of Beneficial Owner Beneficial Ownership of Class
-------------- ------------------- -------------------- --------
<S> <C> <C> <C>
Common Stock............ City of London Investment Group PLC Has sole power to vote and 13.54%
10 Eastcheap dispose of 1,330,600 shares.
London, EC3M ILX
England

Common Stock............ City of London Investment Has sole power to vote and 11.0%
Management Company Ltd. dispose of 1,081,030 shares.
10 Eastcheap
London, EC3M ILX
England

Common Stock............ President and Fellows of Harvard College Has sole power to vote and 9.9%
c/o Harvard Management Company, Inc. dispose of 976,801 shares.
600 Atlantic Avenue
Boston, MA 02110
</TABLE>

Miscellaneous

Proxies will be solicited by mail and may be solicited in person or by
telephone or facsimile 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 $7,500, 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 29, 2000, 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.

9
<PAGE>

Stockholder Proposals

In order to submit a stockholder proposal to be considered for inclusion in
the Fund's Proxy Statement for the Fund's 2001 Annual Meeting of Stockholders,
stockholder proposals must be received by the Fund (addressed to The India
Growth Fund Inc., c/o Mitchell Hutchins Asset Management Inc., Newport Center
III, 499 Washington Boulevard, 14th Floor, Jersey City, New Jersey 07310-1998)
not later than May 4, 2001. Any stockholder who desires to bring a proposal at
the Fund's 2001 Annual Meeting of Stockholders without including such proposal
in the Fund's Proxy Statement, must deliver written notice thereof to the Fund
(addressed to The India Growth Fund Inc., Mitchell Hutchins Asset Management
Inc., 499 Washington Boulevard, 14th floor, Jersey City, New Jersey 07310-
1998) not before July 1, 2001 and not later than July 31, 2001.

By order of the Board of Directors,

J.S. Mascarenhas
Secretary

499 Washington Boulevard, 14th Floor
Jersey City, NJ 07310-1998
September 1, 2000

10
<PAGE>

THE INDIA GROWTH FUND INC.
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR
ANNUAL MEETING OF STOCKHOLDERS -- SEPTEMBER 29, 2000

The undersigned stockholder of The India Growth Fund Inc. (the "Fund")
hereby appoints P.S. Subramanyam, J.S. Mascarenhas and Laurence E. Cranch, and
each of them, the proxies of the undersigned, with full power of substitution,
to vote and act for and in the name and stead of the undersigned at the Annual
Meeting of Stockholders of the Fund (the "Meeting"), to be held at the offices
of Clifford Chance Rogers & Wells LLP, 200 Park Avenue, New York, NY 10166, on
Friday, September 29, 2000 at 3:00 p.m. New York time, and at any and all
adjournments thereof according to the number of votes the undersigned would be
entitled to cast if personally present.

PROPOSALS (Please check one box for each proposal.)

1. The election of Messrs. Christopher Reeves and Ishaat Hussain as Class II
Directors to serve for a term expiring on the date on which the Annual
Meeting of Stockholders is held in 2003.

[ ] FOR [ ] WITHHOLD AUTHORITY
the nominees listed below to vote for the nominee(s) listed
below

NOMINEES CLASS II: Christopher Reeves
Ishaat Hussain

2. The ratification of the selection of PricewaterhouseCoopers LLP as
independent accountants of the Fund for its fiscal year ending July 31,
2001.

[ ] FOR [ ] AGAINST [ ] ABSTAIN

THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE FOR PROPOSALS 1 AND 2.

(Continued and to be signed on the other side)

<PAGE>

The Shares represented by this proxy will be voted in accordance with
instructions given by the stockholders, but if no instructions are given, this
proxy will be voted in favor of Proposals 1 and 2. In addition, the Shares
represented by this proxy will be voted on any other matter that may come before
the Meeting in accordance with the discretion of the proxies appointed hereby.
The undersigned hereby revokes any and all proxies with respect to such shares
heretofor given by the undersigned. The undersigned acknowledges receipt of the
Proxy Statement dated September 1, 2000.

Dated , 2000
----------------------------

---------------------------------------
Signature

---------------------------------------
Signature if held jointly

If shares are held jointly, each
Shareholder named should sign. If only
one signs, his or her signature will be
binding. If the Shareholder is a
corporation, the President or a Vice
President should sign in his or her own
name, indicating title. If the
Shareholder is a partnership, a partner
should sign in his or her own name,
indicating that he or she is a
"Partner".

SIGN, DATE AND MAIL YOUR PROXY TODAY