<PAGE>
[GRAPHIC]
JARDINE FLEMING INDIA FUND, INC.
1285 AVENUE OF THE AMERICAS
NEW YORK, N.Y. 10019
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 9, 1996
TO THE STOCKHOLDERS OF JARDINE FLEMING INDIA FUND, INC.:
Notice is hereby given that the Annual Meeting (the "Meeting") of
Stockholders of Jardine Fleming India Fund, Inc. (the "Company") will be held
at One Liberty Plaza, 39th Floor Conference Center, New York, N.Y. 10006, on
Thursday, May 9, 1996 at 11:00 a.m. for the following purposes:
(1) to elect two Class I directors of the Company, each to hold
office for a term expiring on the date of the annual meeting of
stockholders in 1999 or until respective successors have been duly elected
and qualified;
(2) to consider and act upon a proposal to ratify the appointment of
Price Waterhouse LLP as independent accountants of the Company for the
fiscal year 1996;
(3) to consider and act upon such other business as may properly come
before the Meeting or any adjournments thereof.
The Board of Directors have fixed February 26, 1996 as the record date for
determination of stockholders entitled to notice of and to vote at the
Meeting or any adjournments thereof.
BY ORDER OF THE BOARD OF DIRECTORS
Julian M.I. Reid
President
March 7, 1996
YOUR VOTE IS IMPORTANT - Please execute and return the
enclosed proxy promptly, whether or not you plan to attend
the Annual Meeting of Jardine Fleming India Fund, Inc.
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[INSERT GRAPHIC]
JARDINE FLEMING INDIA FUND, INC.
1285 AVENUE OF THE AMERICAS
NEW YORK, N.Y. 10019
PROXY STATEMENT
INTRODUCTION
This Proxy Statement is furnished in connection with the solicitation by
the Board of Directors (the "Board") of Jardine Fleming India Fund, Inc. (the
"Company") of proxies to be voted at the Annual Meeting of Stockholders (the
"Meeting") of the Company to be held at One Liberty Plaza, 39th Floor
Conference Center, New York, N.Y. 10006, on Thursday, May 9, 1996 at 11:00
a.m. or any adjournments thereof, for the following purposes:
(1) to elect two Class I directors of the Company, each to hold office for
the term indicated or until his respective successor has been duly elected
and qualified;
(2) to consider and act upon a proposal to ratify the appointment of Price
Waterhouse LLP as independent accountants of the Company for fiscal year
1996;
(3) to consider and act upon such other business as may properly come
before the Meeting or any adjournments thereof.
The enclosed Proxy Card and this Proxy Statement are first being sent to
stockholders on or about March 7, 1996.
The Board has selected Julian M.I. Reid, William J. Tootill and Brian S.
Shlissel, and each of them, to act as proxies with full power of
solicitation. All properly executed proxies received prior to the Meeting
will be voted at the Meeting in accordance with the instructions marked
thereon or otherwise as provided therein. Unless instructions to the contrary
are marked, shares represented by the proxies will be voted "FOR" all the
proposals. Any proxy may be revoked at any time prior to the exercise thereof
by submitting another proxy bearing a later date or by giving written notice
to the Secretary of the Company at the New York address indicated above or by
voting in person at the Meeting.
The Board has fixed the close of business on February 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. At that date there were
11,307,169 shares of Common Stock, par value $0.001 per share outstanding and
entitled to vote. Stockholders of the Company on that date will be entitled
to one vote on each matter to be voted for each share held (and one such vote
for each director to be elected), with no shares having cumulative voting
rights. Abstentions and broker non-votes will be counted for purposes of
determining whether a quorum is present but will not be counted as votes cast
with respect to any proposal.
The principal executive offices of the Company are located at 1285 Avenue
of the Americas, New York, N.Y. 10019.
The Company's Administrator is Mitchell Hutchins Asset Management Inc. The
Administrator's principal offices are located at 1285 Avenue of the Americas,
New York, N.Y. 10019.
<PAGE>
PRINCIPAL HOLDERS
As of February 26, 1996, to the best knowledge of the Company, no person
beneficially owned more than five percent of its outstanding shares.
PROPOSAL NO. 1
ELECTION OF DIRECTORS
All five current members of the Board have been elected or appointed to
serve for varying terms of one to three years as indicated by Classes I, II
or III, or until their respective successors have been duly elected and
qualified. The terms of the Class I directors, Messrs. Julian M.I. Reid and
Timothy R.H. Kimber, expire at the Meeting. Messrs. Reid and Kimber have been
nominated to be elected to serve as Class I directors for a term of three
years.
It is intended that all proxies received, unless otherwise indicated, will
be voted for the election of these nominees further particulars of whom are
included in the table on the next page. The affirmative vote of a plurality
of the shares present at the Meeting and entitled to vote is required to
elect the nominees. THE BOARD RECOMMENDS THAT YOU VOTE "FOR" THE NOMINEES.
The Board knows of no reason why either of the nominees will be unable to
serve. If any nominee should become unable to serve, the proxies will be
voted for the election of such person as may be designated by the Board to
replace such nominee.
There have been no purchases or sales by any director or nominee for
election as director of securities of the Investment Adviser or its parents
or subsidiaries of either, exceeding 1% of the outstanding securities of any
class of such entities since December 1, 1994.
No director or nominee for election as director or officer of the Company
is, or was during the past five years, an officer, employee, director,
general partner or shareholder of the Investment Adviser. No director or
nominee for election as director or officer owns any securities or has had
during the past five years, any other material direct or indirect interest in
the Investment Adviser or any person controlling, controlled by, or under
common control with the Investment Adviser.
No director or nominee for election as director has had during the past
five years any material direct or indirect interest in the Company's
Administrator.
No director or nominee for election as director has or has had any
material direct or indirect interest in any material transactions, or in any
proposed material transactions, to which the Investment Adviser, the
Administrator, any parent or subsidiary of such entities or any subsidiary of
such entities was or is to be a party.
There are no material pending legal proceedings to which any director or
nominee for election as director or affiliated person of any director or
nominee for election as director is a party adverse to the Company or any of
its affiliated persons or has a material interest adverse to the Company or
any of its affiliated persons.
2
<PAGE>
The following table represents information concerning the Board, including
the persons nominated by the Board for election as directors of the Company.
The information includes their positions and principal occupations during the
last five years. Each director or nominee who is an "interested person"
within the meaning of Section 2(a)(19) of the Investment Company Act of 1940
(the "1940 Act") is indicated by an asterisk ("*") preceding his name.
As of February 26, 1996, Julian M.I. Reid owned 1,000 shares common stock
of the Company. None of the other members of the Board have any beneficial
ownership in any stock of the Company.
<TABLE>
<CAPTION>
NAME, ADDRESS, CLASS AND AGE (1) PRINCIPAL OCCUPATIONS OR EMPLOYMENT IN PAST FIVE YEARS
- ------------------------------------ --------------------------------------------------------------
<C> <S>
*Julian M. I. Reid President of the Company, Director of Jardine Fleming International
Class I, Age: 51 Holdings Limited and Jardine Fleming Investment Management Limited
47th Floor and other Jardine Fleming Group Companies and Investment Companies.
Jardine House
1 Connaught Place
Hong Kong
- ------------------------------------ --------------------------------------------------------------
Jean Jocelyn de Chasteauneuf (2) Adviser to the Executive Committee of the Mauritius Commercial Bank
Class II, Age: 58 Limited. Director of Banque Internationale Des Mascareignes Ltee
59B Botanical Garden Street and of Union Commercial Bank of the Malagasy Republic.
Curepipe
Republic of Mauritius
- ------------------------------------ --------------------------------------------------------------
Sir Satcam Boolell (2) Former Deputy Prime Minister, Minister of External Affairs and
Class III, Age: 75 Emmigration, Attorney General and Minister of Justice of the Government
4 bis Bancilaon Street of Mauritius (1986-1990). Appointed Queen's Counsel in the United
Port Louis Kingdom in January 1985. Received an Honorary Doctorate in Civil
Republic of Mauritius Law from the University of Mauritius in December 1986 and appointed
Commandeur de la Legion d'Honneur by the Republic of France in July
1990. Made a Knight Bachelor in January 1977.
- ------------------------------------ --------------------------------------------------------------
Ashok V. Desai (2) Consultant Editor of Business Standard. Former Secretary and Chief
Class II, Age: 60 Consultant, Ministry of Finance, Government of India (1991-93).
B308 Purvasha
Mayur Vihar
Delhi 110091
India
- ------------------------------------ --------------------------------------------------------------
Timothy R.H. Kimber (2) Former investment management executive director of Lazard Brothers
Class I, Age: 59 & Co. Limited (1966-89). Chairman of Dartmoor Investment Trust Plc.,
Newton Hall Exeter Preferred Capital Investment Trust Plc., Martin Currie Pacific
Whittington, via Carnforth Trust Plc. and Taiwan Opportunity Fund. Director of New Zealand
Lancashire L46 2NZ Investment Trust Plc., Invesco Japan Discovery Trust Plc., Adam
United Kingdom & Company Investment & Management Ltd., Border Asset Management
Ltd., Noble Group Ltd., and The Cumberland Building Society. Deputy
Treasurer of Lancaster University.
- ------------------------------------ --------------------------------------------------------------
</TABLE>
(1) Class I directors term of office expires at the Meeting with the
position then becoming one for subsequent three-year terms; Class II
directors term of office expires at the 1997 Annual Meeting with the position
then becoming one for subsequent three-year terms; and Class III directors
term of office expires at the 1998 Annual Meeting.
(2) Denotes member of the Audit Committee of the Board. (Ashok V. Desai
was appointed to the Audit Committee on February 6, 1996).
3
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The Board has an Audit Committee which reviews with management and the
independent accountants for the Company among other things, the scope of the
audit and the controls of the Company and its agents, reviews and approves in
advance the type of services to be rendered by the independent accountants,
recommends the selection of independent accountants for the Company to the
Board, and in general considers and reports to the Board on matters regarding
the Company's accounting and bookkeeping practices. The Audit Committee
members are Mr. Jean Jocelyn de Chasteauneuf, Sir Satcam Boolell, Mr. Timothy
Kimber and Dr. Ashok Desai. The Audit Committee met once during the fiscal
year ended November 30, 1995, with all members at that time attending. Mr.
Timothy Kimber was appointed to the Audit Committee on February 14, 1995, and
Dr. Ashok Desai was appointed on February 6, 1996.
During the fiscal year ended November 30, 1995, the Board met five times.
Each director, with the exception of Dr. Ashok V. Desui who was appointed to
the Board on October 1, 1995, has attended at least 75% of the meetings of
the Board.
In addition to Mr. Reid, the President of the Company, the following
executive officers hold the following positions with the Company:
<TABLE>
<CAPTION>
NAME, AGE, TITLE AND PERIOD OF SERVICE PRINCIPAL OCCUPATIONS OR EMPLOYMENT IN PAST FIVE YEARS
- ----------------------------------------- -------------------------------------------------------------
<C> <S>
William J. Tootill Director of Jardine Fleming Investment Management Limited, admitted
Age: 49 as a Solicitor in England and Wales and Hong Kong and formerly
Secretary since inception of the Secretary of Jardine Fleming Group Limited.
Company and Treasurer since
March 11, 1994
- ----------------------------------------- -------------------------------------------------------------
Brian S. Shlissel Vice President of Mitchell Hutchins Asset Management Inc. and formerly
Age: 31 Assistant Vice President of SunAmerica Asset Management Corporation.
Assistant Treasurer since
inception of the Company
- ----------------------------------------- -------------------------------------------------------------
</TABLE>
Each executive officer is considered an "interested person" within the
meaning of Section 2(a)(19) of the 1940 Act.
As of February 26, 1996, none of the officers of the Company had any
beneficial ownership in any stock of the Company.
COMPENSATION OF DIRECTORS AND OFFICERS
For the Fiscal Year 1995, the directors received the following compensation
from the Company:
<TABLE>
<CAPTION>
PENSION OR ESTIMATE
RETIREMENT ANNUAL
AGGREGATE BENEFITS ACCRUED BENEFITS
NAME OF PERSON, COMPENSATION AS PART OF UPON TOTAL COMPENSATION
POSITION FROM COMPANY COMPANY EXPENSES RETIREMENT FROM COMPANY
- ----------------------- -------------- ---------------- ------------ ------------------
<S> <C> <C> <C> <C>
1. Julian M. I. Reid,
President and
Director $0 $0 $0 $0
2. Sir Satcam
Boolell, Director $8,500 $0 $0 $8,500
3. Jean Jocelyn
de Chasteauneuf,
Director $8,500 $0 $0 $8,500
4. Dr. Ashok V.
Desai, Director $0 $0 $0 $0
5. Timothy R.H. Kimber,
Director $5,932 $0 $0 $5,932
</TABLE>
None of the officers of the Company received any compensation from the
Company for the Fiscal Year 1995.
4
<PAGE>
PROPOSAL NO. 2
RATIFICATION OF SELECTION OF INDEPENDENT ACCOUNTANTS
Price Waterhouse LLP has been selected as the independent accountants by
the Board, including a majority of the directors who are not "interested
persons" of the Company (as defined in the 1940 Act) by vote cast in person
(subject to ratification by the stockholders at the Meeting), to audit the
accounts of the Company for and during the period December 1, 1995 through
November 30, 1996 (the "Fiscal Year 1996"). This firm has served as
independent accountants of the Company since its inception. The Board does
not know of any direct or indirect financial interest of Price Waterhouse LLP
in the Company.
A representative of Price Waterhouse LLP will be present at the Meeting,
will have the opportunity to make a statement if he desires to do so, and
will be available to answer questions.
For the period December 1, 1994 through November 30, 1995 (the "Fiscal
Year 1995"), Price Waterhouse LLP performed various professional services for
the Company, including the examination of the financial statements of the
Company for that year. Price Waterhouse LLP has also been engaged to assist
with the preparation of the Company's corporate tax returns for the Fiscal
Year 1995.
The Audit Committee of the Board recommended the selection of Price
Waterhouse LLP as independent accountants for the Fiscal Year 1996 and
approved and ratified both the audit and non-audit services provided by the
firm and the related fees. The Committee considered the possible effect of
the non-audit services on the independence of Price Waterhouse LLP and
concluded there was no effect upon their independence.
Price Waterhouse, Mauritius, will audit and issue a report on the
financial statements of the Company to be filed in Mauritius in compliance
with Mauritian regulations.
The affirmative vote of a simple majority of shares present and voting at
the Meeting is required to ratify the appointment of Price Waterhouse LLP.
THE BOARD RECOMMENDS THAT THE STOCKHOLDERS VOTE "FOR" THE PROPOSAL TO RATIFY
THE APPOINTMENT OF THIS FIRM AS THE COMPANY'S INDEPENDENT ACCOUNTANTS FOR THE
FISCAL YEAR 1996.
DEADLINE FOR STOCKHOLDER PROPOSALS
Stockholder proposals intended to be presented at the 1997 Annual Meeting
of the Stockholders of the Company must be received by October 31, 1996, to
be included in the Proxy Statement and the form of proxy relating to that
meeting; the Company expects that the 1997 Annual Meeting will be held in May
of 1997.
OTHER MATTERS
The Board of the Company knows of no other matters to be presented for
action at the Meeting other than those previously mentioned; however, if any
other matters properly come before the Meeting, it is intended that the
persons named in the accompanying proxy will vote on such other matters in
accordance with their judgment of the best interests of the Company.
All proxies received will be voted in favor of all the proposals, unless
otherwise directed therein.
MISCELLANEOUS
Proxies will be solicited by mail and may be solicited in person or by
telephone or telegraph by officers of the Company or personnel of the
Investment Adviser. The Company 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 Company's officers or agents in person, by telephone or
by telegraph will be borne by the Company. The Company will reimburse banks,
brokers, and other persons holding the Company'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.
5
<PAGE>
In the event that sufficient votes in favor of any proposal set forth in
the Notice of this Meeting are not received by May 9, 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 adjournments
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 adjournments 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 adjournments 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 Company.
THE COMPANY WILL FURNISH, WITHOUT CHARGE, COPIES OF THE ANNUAL REPORT TO
STOCKHOLDERS UPON REQUEST. REQUESTS FOR COPIES OF SUCH REPORTS SHOULD BE
DIRECTED TO:
STATE STREET BANK & TRUST COMPANY
P.O. BOX 8200
BOSTON, MA 02266-8200
800-426-5523
By order of the Board of Directors
Julian M. I. Reid
President
6
<PAGE>
JARDINE FLEMING INDIA FUND, INC.
Dear Stockholder:
Please take note of the important information enclosed with this Proxy
Ballot. These are issues related to the management and operation of your
Company that require your attention and approval. These are discussed in
detail in the attached proxy materials.
Your vote counts, and you are strongly encouraged to exercise your right to
vote your shares.
Please mark the boxes on the proxy card to indicate how your shares shall be
voted. Then sign the card, detach it and return your proxy vote in the
enclosed postage-paid envelope.
Your vote must be received prior to the Annual Meeting of Stockholders, May
9, 1996.
Thank you in advance for your prompt consideration of these matters.
Sincerely,
Jardine Fleming India Fund, Inc.
(CONTINUED AND TO BE SIGNED AND DATED, ON THE REVERSE SIDE.)
<PAGE>
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" PROPOSALS 1
(INCLUDING ALL NOMINEES FOR DIRECTOR) AND 2.
1. Election of Directors
FOR [ ] WITHHOLD AUTHORITY [ ] FOR ALL EXCEPT [ ]
(INSTRUCTIONS: If you do not wish your shares voted "FOR" a particular
nominee, mark the "FOR ALL EXCEPT" box and strike a line through that
nominee(s)' name. Your shares shall be voted for the remaining nominee(s).)
Mr. Julian M.I. Reid, Mr. Timothy R. H. Kimber
2. To ratify the appointment of Price Waterhouse LLP as independent
accountants of the Company for the fiscal year 1996.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
Mark box at right if
comments or address Change
have been noted on the
reverse side of this card. [ ]
Note: Please be sure to sign and date
this Proxy.
Date , 1996
----------------------
---------------------------------
Co-owner sign here
---------------------------------
Stockholder sign here
VOTES MUST BE INDICATED (X) IN BLACK
OR BLUE INK.
