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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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))
[ ] Soliciting Material Pursuant to Rule Section Sign 240.14a-11(c)
or Section Sign 14a-12
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
JARDINE FLEMING INDIA FUND, INC.
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(Name of Registrant as Specified in its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the
Registrant)
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):
___________________________________________________________________
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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: _______________________________________________________
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[JARDINE FLEMING INDIA FUND, INC. LOGO]
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 8, 1997
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 8, 1997 at 11:00 a.m. for the following purposes:
(1) to elect two Class II directors of the Company, each to hold office
for a term expiring on the date of the annual meeting of stockholders in
2000 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 the
fiscal year 1997; and
(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 24, 1997 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
/s/ Julian M. I. Reid
---------------------
Julian M.I. Reid
President
March 3, 1997
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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[JARDINE FLEMING INDIA FUND, INC. LOGO]
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 8, 1997 at 11:00
a.m. or any adjournments thereof, for the following purposes:
(1) to elect two Class II 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 1997; and
(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 3, 1997.
The Board has selected Julian M.I. Reid and Brian S. Shlissel, either of
them, to act as proxies with full power of substitution. 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 24, 1997, 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 Investment Adviser is Jardine Fleming International
Management Inc. The Investment Adviser's principal offices are located at
Road Town, Tortola, British Virgin Islands.
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.
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PRINCIPAL HOLDERS
As of February 24, 1997, 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 II directors, Mr. Jean Jocelyn de
Chasteauneuf and Dr. Ashok V. Desai, expire at the Meeting. Mr. de
Chasteauneuf and Dr. Desai have been nominated to be elected to serve as
Class II 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, 1995.
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.
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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 24, 1997, Timothy R.H. Kimber and Julian M.I. Reid owned
2,500 and 1,000 shares, respectively, of the common stock of the Company.
This represented less than 1% of the Company's outstanding common stock. 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 Investment
Class I, Age: 52 Management Limited and other Jardine Fleming Group Companies and
47th Floor Investment Companies.
Jardine House
1 Connaught Place
Hong Kong
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Jean Jocelyn de Chasteauneuf (2) Adviser to the Executive Committee of the Mauritius Commercial Bank
Class II, Age: 59 Limited and Director of Union Commercial Bank of the Malagasy Republic.
59B Botanical Garden Street Former Director of Banque Internationale Des Mascareignes Ltee.
Curepipe
Republic of Mauritius
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Ashok V. Desai (2) Consultant Editor of Business Standard. Former Secretary and Chief
Class II, Age: 61 Consultant, Ministry of Finance, Government of India (1991-93).
B308 Purvasha
Mayur Vihar
Delhi 110091
India
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Timothy R.H. Kimber (2) Former investment management executive director of Lazard Brothers
Class I, Age: 60 & 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.
- ------------------------------------ --------------------------------------------------------------
E. L. Rene Noel (2) Chairman and Managing Director
Class III, Age: 72 Compagnie de Beau-Vallon Group of Companies,
Royal Road Chairman Mauritius Sugar Industry Research Institute,
Cap Malheureux Director Central Electricity Board and
Republic of Mauritius Mauritius Sugar Authority International Sugar Consultant
- ------------------------------------ --------------------------------------------------------------
</TABLE>
(1) Class II directors', term of office expires at the Meeting with the
position then becoming one for subsequent three-year terms; Class III
directors', term of office expires at the 1998 Annual Meeting with the
position then becoming one for subsequent three-year terms; and Class I
directors', term of office expires at the 1999 Annual Meeting.
(2) Denotes member of the Audit Committee of the Board.
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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, Mr. Timothy Kimber, Mr. E.L.
Rene Noel and Dr. Ashok Desai. The Audit Committee met once during the period
from December 1, 1995 through November 30, 1996 ("Fiscal Year 1996") and was
attended by Mr. Jean Jocelyn de Chasteauneuf, Sir Satcam Boolell, Mr. Timothy
Kimber and Dr. Ashok Desai, being all members at that time.
During Fiscal Year 1996, the Board met four times. Each director, with the
exception of Mr. Rene Noel who was appointed to the Board on September 10,
1996, 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: 50 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: 32 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 24, 1997, 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 1996, the directors received the following compensation
from the Company:
<TABLE>
<CAPTION>
PENSION OR ESTIMATED
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 (1) $ 6,536 $0 $0 $ 6,536
3. Jean Jocelyn
de Chasteauneuf,
Director $13,000 $0 $0 $13,000
4. Dr. Ashok V. Desai,
Director $12,500 $0 $0 $12,500
5. Timothy R.H. Kimber,
Director $13,000 $0 $0 $13,000
6. Rene Noel
Director $ 3,240 $0 $0 $ 3,240
</TABLE>
- ------------
(1) Resigned, effective May 15, 1996
None of the officers of the Company received any compensation from the
Company during such Fiscal Year 1996.
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 votes 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, 1996 through
November 30, 1997 ("Fiscal Year 1997"). 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.
During Fiscal Year 1996, 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 Fiscal Year 1996.
The Audit Committee of the Board recommended the selection of Price
Waterhouse LLP as independent accountants for Fiscal Year 1997 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
FISCAL YEAR 1997.
DEADLINE FOR STOCKHOLDER PROPOSALS
Stockholder proposals intended to be presented at the 1998 Annual Meeting
of the Stockholders of the Company must be received by October 31, 1997, to
be included in the Proxy Statement and the form of proxy relating to that
meeting; the Company expects that the 1998 Annual Meeting will be held in May
of 1998.
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
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In the event that sufficient votes in favor of any proposal set forth in
the Notice of this Meeting are not received by May 8, 1997, 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
/s/ Julian M. I. Reid
----------------------
Julian M. I. Reid
President
JFCIF-PS-97
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