Manoj Bajpayee was offered Irrfan Khan's role in the film. Manoj did not want to play the role of a villain and declined the part.
The film was a turning point for Jimmy Shergill and Irrfan Khan.
Amisha Patel was signed for the film but opted out.
Directorial debut of Tigmanshu Dhulia. He started his career assisting Shekhar Kapur in Bandit Queen and also was one of the writers in Mani Ratnam's Dil Se.
Tigmanshu Dhulia told in an interview that nobody wanted to produce this film although eveeyone liked the story. Dhulia's friends from theatre group stepped up and arranged money for him and he went to Allahabad and shot the climax of the movie during the great Kumbh mela which only occurs every 12 years. The shot footage was then showed to different producers and eventually Dhulia got the financial backing to shoot the complete film.