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Adani takes control of NDTV, buys promoters at 17 pc premium to open offer price

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NEW DELHI, (PTI): The Adani group on Friday gained full control of news broadcaster NDTV after it acquired most of founders — Prannoy Roy and Radhika Roy — stake at a premium of almost 17 per cent over the rate it paid to minority shareholders of the firm.

Adani group now holds 64.71 per cent of New Delhi Television Ltd (NDTV), according to a regulatory filing.

The group run by Asia’s richest man Gautam Adani used RRPR Holdings Private Limited, a company that was founded by the Roys and bear their initials in its name, to buy 27.26 per cent shares from Prannoy Roy and Radhika Roy at a price of Rs 342.65 per share, it said.

The price paid to Roys, which translates into Rs 602 crore, is almost 17 per cent premium to Rs 294 a share Adani Group had offered in an open offer to minority shareholders after taking control of RRPR Holdings.

Shares of NDTV closed at Rs 345.60 apiece on the BSE.

Prannoy Roy held 15.94 per cent stake in NDTV, of which, he has sold all but 2.5 per cent stake. His wife Radhika Roy too sold all but 2.5 per cent of the 16.32 per cent stake she had in NDTV.

Adani Group first acquired Vishvapradhan Commercial Private Limited, a little-known company that had given Rs 403 crore of an interest-free loan to RRPR Holdings in 2009-10 in exchange for warrants that allowed it to buy a stake in the newsgroup at any time. Adani group exercised those rights in August this year, which NDTV said was done without its consent.

By virtue of that, the Adani group took control of RRPR Holdings, which held a 29.18 per cent stake in NDTV. Thereafter, it made an open offer to acquire an additional 26 per cent from public shareholders.

That open offer found investors willing to sell over 53 lakh shares of NDTV despite the deep discount on the stock’s trading price. The stock tendered translated to an 8.26 per cent shareholding.

Its stake through RRPR Holdings, open offer acquisition and buying 27.26 per cent from Roys have now given Adani group full control of NDTV with a 64.71 per cent interest.

Market experts said Adani group paid Roys a higher price using a so-called inter-se transfer or share sale between entities linked to NDTV’s owners, which allows paying a premium. RRPR Holdings is an existing NDTV holding company that has bought shares from Roys.

Also, Adani group announced the share purchase from Roys a full 18 days after the close of the open offer – a timeframe that allows the takeover code not to kick in.

”RRPR, an indirect subsidiary of the company and member of the promoter/promoter group of NDTV, has acquired a 27.26 per cent equity stake in NDTV from Prannoy Roy and Radhika Roy by way of inter-se transfer…,” said a regulatory filing from Adani Enterprises.

On December 23, Prannoy Roy and Radhika Roy announced to sell 27.26 per cent out of their remaining 32.26 per cent shareholding in the NDTV to the Adani Group.

”Vishvapradhan Commercial Private Limited (an indirect subsidiary of the company) holds an 8.27 per cent equity stake in NDTV and RRPR (prior to the present acquisition) held 29.18 per cent equity stake in NDTV. Consequent to the present acquisition, RRPR will hold 56.45 per cent,” the filing said.

Adani Group acquired Roys’ shares at the price of Rs 342.65 per share. Based on this price, the sale of 1.75 crore shares would have fetched the Roys up to Rs 602.30 crore.

”The acquisition was completed on December 30, 2022 on the block deal window of NSE,” it added.

Adani group already has taken two board positions on NDTV and by virtue of the stake purchase now, it can unseat Prannoy Roy who is currently the chairman of the company.

Gautam Adani, the richest Asian and the founder chairman of Adani group, last month told the Financial Times that he intends to scale up NDTV to make it an international media group and had asked Prannoy Roy to remain as chair.

NDTV will give Adani Group a footprint in the media space as part of its broader diversification spree that has led to the expansion of the conglomerate beyond coal mining and ports into airports, data centres, cement and digital services.

In 2009, RRPR, or Radhika Roy Prannoy Roy Holdings Private Limited, took an interest-free loan of Rs 403 crore from a firm linked to Reliance Industries that eventually ended up with a closely-held firm Vishvapradhan Commercial Pvt Ltd (VCPL). The loan allowed VCPL to convert warrants into shares of RRPR Holdings, which held a 29.18 per cent stake in NDTV.

In August, Adani Group acquired VCPL and sought the conversion of warrants arising from unpaid loans into equity. NDTV initially said the move was ”executed without any input from, conversation with, or consent of” its founders. But late last month, the conversion was agreed to, and Adani got 29.18 per cent shares of NDTV.

Post takeover, Adani Group appointed two of its executives — Sudipta Bhattacharya and Sanjay Pugalia — to the RRPR Holdings board, as well as Senthil Chengalvarayan, a journalist who is an independent director at Quintillion Business Media Pvt, another media firm in which Adani bought a stake earlier this year. (PTI)

Pugalia, a former journalist, is the chief executive officer and editor-in-chief of media initiatives at Adani Group.

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Sachin Tendulkar-backed company to invest Rs 5,000 crore for semiconductor facility in Maha

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MUMBAI, (PTI): RRP Electronics, a company backed by former cricketer Sachin Tendulkar, on Tuesday announced an investment of Rs 5,000 crore for a semiconductor facility in Maharashtra.

The investment will be done over the next five years, the company said in a statement.

Contributions from Tendulkar in the overall investment or details of other shareholders were not disclosed by the company.

The statement said on March 23, a 25,000 square feet facility in the satellite city of Navi Mumbai was unveiled in the presence of Tendulkar, retired nuclear physicist Anil Kakodkar and the company’s founder, chairman, promoter and chief executive Rajendra Chodankar.

It is an outsourced semiconductor assembly and test (OSAT) facility and plans are afoot to establish a comprehensive research and development centre and have an expanded setup encompassing multi-line OSAT and a fab foundry, the statement said.

”Embarking on a journey of innovation, RRP Electronics pledges an initial investment of Rs 5,000 crore over the forthcoming five years, with equal vigour and commitment earmarked for phase II,” the statement said.

It added that government subsidies will also be used to augment the venture, which will serve sectors such as automotive, power, electronics, and industrial markets.

Chodankar called it as Maharashtra’s pioneering semiconductor facility and added that Tendulkar is a ”strategic investor” in the company.

”We live in exciting times today, when India is building industries that positively impact the world tomorrow. I’m happy to be backing technologies and entrepreneurs who are part of this story,” Tendulkar was quoted as saying.

The semiconductors sector is said to be capital intensive, and in the recent past, several companies have announced investments in such initiatives. (PTI)

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Paytm forms advisory committee to work with Board to strengthen compliances

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NEW DELHI, (ANI): The Board of One 97 Communications Limited, which operates popular fintech brand Paytm, announced the formation of a Group Advisory Committee chaired by former SEBI Chairman M Damodaran, to work with the Board in further strengthening compliance, and regulatory matters.

In an official release issued on Friday, the company said that the Committee includes veteran professionals like MM Chitale, former president of the Institute of Chartered Accountants of India (ICAI) and a former governing Council Member of Banking Codes and Standards Board of India nominated by RBI.

The Committee also included banking experts like R Ramachandran, former Chairman and Managing Director of Andhra Bank. “The Board of One 97 Communications Limited (OCL, or the Company), which owns the brand Paytm, India’s leading payments and financial services distribution company and the pioneer of QR and mobile payments, today announced the formation of a Group Advisory Committee, of 3 members, chaired by M Damodaran,” it release stated.

The Group Advisory Committee will work closely with the Board. The Committee will induct additional members, as necessary. Meleveetil Damodaran, IAS (Retd.), will serve as the Chairperson of the Committee, who brings extensive experience in corporate governance, restructuring, and regulatory leadership.

He has previously served as Chairman of the Securities and Exchange Board of India (SEBI) and has chaired high-powered committees for the Government of India and Reserve Bank of India (RBI) and was also elected Chairman of the EMC of the International Organisation of Securities Commission (IOSCO). The other Committee member, Mukund Manohar Chitale, who is the former President of the Institute of Chartered Accountants of India (CAI), former Chairman of the National Advisory Committee on Accounting Standards (NACAS), a former governing Council Member of the Banking Codes and Standards Board of India nominated by RBI, and a member of the Primary Advisory Market Committee of SEBI.

Ramachandran Rajaraman, who is the former Chairman and Managing Director of Andhra Bank, a former Whole Time Director of Syndicate Bank, and a member of the Advisory Board at Central Vigilance Commission. The Company’s management says it is committed to drive sustainable business growth while adhering to a regulatory and compliance framework. (ANI)

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NCLAT upholds Rs 1,337.76 cr fine on Google, make some modifications in CCI order

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NEW DELHI, (PTI): The NCLAT on Wednesday upheld the orders of the fair trade regulator CCI imposing a penalty of Rs 1,337.76 crore on tech major Google in the Android mobile devices case, with some modifications.

A two-member bench of the National Company Law Appellate Tribunal (NCLAT) has directed Google to implement the direction and deposit the amount in 30 days.

”We upheld this penalty… The appellant (Google) is allowed to deposit the penalty” after adjusting 10 per cent of the amount already deposited as per its previous order of January 4 within a period of 30 days, it said.

It also granted Google 30 days time to implement the measures as directed by the Competition Commission of India, which have been upheld by NCLAT.

The NCLAT bench comprising Chairperson Justice Ashok Bhushan and Member Alok Shrivastava also made some modifications to the CCI order passed on October 20, 2022.

The modifications to the CCI order include striking down some portions related to permission for uninstalling Google suite software, and some other points.

It also rejected Google’s plea that there was a violation of natural justice by the CCI in the probe.

An e-mail sent to Google for comments did not elicit any response.

On October 20 last year, the Competition Commission of India (CCI) slapped a penalty of Rs 1,337.76 crore on Google for anti-competitive practices in relation to Android mobile devices. The regulator had also ordered the internet major to cease and desist from various unfair business practices.

This ruling was challenged before the National Company Law Appellate Tribunal (NCLAT), which is an appellate authority over the orders passed by the CCI.

Google in its petition had contended the investigation carried against it by the CCI was ”tainted”, contending that the two informants on whose complaint the fair trade regulator initiated the enquiry were working at the same office that was investigating the tech major.

According to Google’s plea, the CCI failed to conduct an ”impartial, balanced, and legally sound investigation” while ignoring evidence from Indian users, app developers, and OEMs.

Challenging the CCI order, Google said the findings are ”patently erroneous and ignore” the reality of competition in India, Google’s pro-competitive business model, and the benefits created for all stakeholders.

Google claimed the DG copy-pasted extensively from a European Commission decision, deploying evidence from Europe that was not examined in India or even on the Commission’s file. CCI, during the course of the hearing, alleged that Google has created a digital data hegemony and called for a market space with ”free, fair and open competition”.

Additional Solicitor General N Venkataraman, who had represented CCI before the appellate tribunal, said a market with greater freedom for all players would be in total sync with principles of free competition rather than the ‘walled garden’ approach of the internet major.

He had submitted that Google had used its money-spinning search engine as the ‘castle’ and the rest of the other apps to play the defensive role of ‘moat’. This ‘castle and moat’ strategy is data hegemony, which means a big market player tends to get bigger and bigger while a small entrant struggles to attain a critical mass of users and user data.

According to him, data capture and data deployment are getting exploited and monetised as advertisement revenues. When choice is the guiding principle of the competition law, Google’s hegemony reduces both choice and competition.

Venkataraman emphasised that implementation of the remedies made by the CCI would go a long way towards having a market with greater freedom for all players, which would be in total sync with the principles of free competition rather than the ‘walled garden’ approach of Google.

The abuse of dominance by Google stands proved in every criterion laid under Section 4 of the Competition Act in terms of mandatory pre-installation, premier placement and bundling of core apps. Such practices result in the imposition of unfair conditions and supplementary obligations, he said.

The NCLAT started its hearing in the Android matter on February 15, following a direction of the Supreme Court. The apex court had directed the NCLAT to decide the appeal by March 31.

On January 4, a separate bench of the NCLAT issued a notice over Google’s plea, directing it to pay 10 per cent of the Rs 1,337 crore penalty imposed by the CCI. It had declined to stay the CCI order and put the matter for a final hearing on April 3, 2023. This was challenged by Google before the Supreme Court, which also declined to stay the CCI order but directed the NCLAT to decide on Google’s appeal by March 31. (PTI)

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Sensex, Nifty fall nearly 1 pc amid weak trend in global equities

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MUMBAI, (PTI): Equity benchmark indices Sensex and Nifty buckled under selling pressure for the second straight session to settle nearly 1 per cent lower on Friday as investors pared exposure to the metal, energy and realty stocks amid a bearish trend in Asian and European markets.

Besides, a depreciating rupee against the US dollar and fresh foreign fund outflows also hit investor sentiments, traders said.

In a volatile trade, the 30-share BSE Sensex declined 398.18 points or 0.69 per cent to finish at 57,527.10. During the day, it went lower by 502.3 points or 0.86 per cent to 57,422.98.

The broader NSE Nifty fell 131.85 points or 0.77 per cent to end at 16,945.05.

Bajaj Finserv was the biggest loser among the Sensex constituents, sliding 3.81 per cent, followed by Bajaj Finance, Tata Steel, Reliance Industries, HCL Tech, SBI, Larsen & Toubro and Mahindra & Mahindra, Axis Bank and Titan.

On the other hand, Kotak Mahindra Bank, Infosys, Tech Mahindra, Power Grid, Asian Paints and Wipro were the gainers.

In Asia markets, stock exchanges in Seoul, Japan, Shanghai and Hong Kong ended lower.

European markets were also quoting in the red in the afternoon trade. The US markets ended higher on Thursday.

Meanwhile, the rupee declined 25 paise to close at 82.45 against the US dollar. Global oil benchmark Brent crude dipped 1.73 per cent to USD 74.60 per barrel.

Foreign Portfolio Investors offloaded equities worth Rs 995.01 crore on Thursday after a day’s breather, according to exchange data. (PTI)

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Adani Group powering BJP’s electoral fortunes at expense of Indian power sector consumers, alleges Cong

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NEW DELHI, (PTI): The Congress on Tuesday raised questions over what it said were Adani Group’s ”shenanigans” in the power sector, alleging that it was powering the BJP’s electoral fortunes at the expense of Indian consumers.

The Opposition party also asked whether any of the investigative agencies that are ”quick to investigate Prime Minister Narendra Modi’s political opponents” will look into ”opaque transactions” of the Adani Group.

The Congress is persisting with its attack on the government weeks after Adani Group stocks took a beating on the bourses after US-based short seller Hindenburg Research made a litany of allegations, including fraudulent transactions and share-price manipulation.

The Gautam Adani-led group has dismissed the charges as lies, saying it complies with all laws and disclosure requirements.

Posing a set of three questions to Prime Minister Modi as part of the party’s ”Hum Adani ke Hain Kaun” series, Congress general secretary Jairam Ramesh said Tuesday’s questions relate to the Adani Group’s ”shenanigans in the power sector, particularly the growing evidence that it is powering the BJP’s electoral fortunes at the expense of Indian consumers”.

In February 2020, Adani Electricity Mumbai raised USD 1 billion (Rs 7,200 crore) in foreign debt from Asian investors, possibly including Chinese entities, Ramesh alleged.

Noting that senior secured notes were listed on the Singapore Stock Exchange, the Congress leader alleged this debt issue reportedly pledged the company’s entire equity capital and accepted stiff conditions that gave these Asian bondholders first claim on immovable and movable properties, book debts, operating cash flows, receivables and present and future revenues.

These lenders also hold the rights to Adani Electricity’s transmission and distribution licences that had been granted by the Maharashtra Electricity Regulatory Commission, Ramesh claimed.

Given the Adani Group’s financial stresses, what is the government doing to ensure that in case of a default, the electricity distribution of Mumbai does not fall into the hands of foreign creditors, especially the Chinese, he asked.

What will happen to Mumbai if Adani Electricity, which supplies power to two out of three Mumbai households, defaults on this pricey foreign exchange loan, Ramesh said.

He also said that Adicorp enterprises is a small Ahmedabad-based firm with revenues of only Rs 64 crore that borrowed Rs 622 crore from four Adani Group firms and loaned Rs 609 crore to Adani Power in 2019-20.

On January 29, the Adani Group claimed that Adicorp was not a related party which is why these transactions had not been appropriately disclosed, he said.

”Now we learn that Mukesh M Shah, an independent director and chairman of the audit committee at Adani Power, is also the founder and managing partner of the firm that audits Adicorp. How can any independent scrutiny of related-party financial transactions occur given these conflicts of interest?” he said.

Are these deep connections helping cover up alleged money-laundering and round-tripping by the Adani Group, Ramesh asked.

”Will any of the investigative agencies that are so quick to investigate your political opponents look into these opaque transactions?” he said.

”We earlier learned that, under the cover of your diplomatic initiatives, the Adani Group has been overcharging Bangladeshi consumers for electricity supplied from its Godda (Jharkhand) thermal power plant. The Gujarat state government has now acknowledged in a written reply that the average cost of electricity purchased from Adani Power has gone up 102 per cent, from Rs 2.82 per unit in January 2021 to Rs 8.82 per unit in December 2022,” Ramesh claimed.

The total amount paid for electricity by the Gujarat government to Adani Power increased from Rs 2,760 crore in 2021 to Rs 5,400 crore in 2022, he claimed.

The Congress leader alleged that was possible only after the Gujarat government modified the power purchase agreement with Adani Power on December 5, 2018, giving Adani much more favourable terms.

”The entire country knows who runs Gujarat; did you exercise your authority to grant your favourite businessmen another bonanza, this time at the cost of Gujarat’s electricity consumers and taxpayers?” he said. Ramesh urged the prime minister to break his ”silence” on the issue. (PTI)

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Sensex, Nifty fall for 7th day on the trot on global equity losses

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MUMBAI, (PTI): Benchmark indices Sensex and Nifty slid for a seventh straight session on Monday, logging their longest losing run in the past five months, following a bearish trend in global markets amid concerns over aggressive rate hikes by developed economies.

The BSE Sensex declined by 175.58 points or 0.30 per cent to close at a month’s low of 59,288.35 with 17 of its shares posting losses. During the day, it tanked 526.29 points or 0.88 per cent to 58,937.64.

The NSE Nifty fell 73.10 points or 0.42 per cent to end at a four-month low of 17,392.70 as 33 of its stocks ended in the red.

Sensex and Nifty fell for a seventh straight session, matching the seven-session losing run in the last week of September last year. In the seven sessions, Sensex tanked 2,031 points or 3.4 per cent while Nifty shed 643 points or 4.1 per cent to close below the 17,400 level.

In seven days, the market capitalisation of BSE-listed firms eroded by Rs 10,36,307.34 crore to Rs 2,57,94,678.26 crore.

From the Sensex pack, Tata Steel, Infosys, Tata Consultancy Services, Tata Motors, Mahindra & Mahindra, HCL Technologies, Larsen & Toubro, Bharti Airtel, Wipro and Bajaj Finance were the biggest laggards.

Power Grid, ICICI Bank, Kotak Mahindra Bank and State Bank of India were among the gainers.

”Bears continued to wreak havoc in the domestic market as the latest data releases from the US heightened the existing worries of aggressive rate hikes. The personal consumption expenditure in the US, which is Fed’s key monitorable of inflation, increased in January, pressuring investors to stay away from equities markets,” said Vinod Nair, Head of Research at Geojit Financial Services.

Pressure in IT, metal and auto majors kept the tone negative but resilience in the banking pack capped the damage, said Ajit Mishra, VP – Technical Research, Religare Broking Ltd. A fresh fall in the broader indices further deteriorated the sentiment.

”The pressure in banking and financial majors was weighing on the sentiment during the initial phase of correction and now it’s cascading to the other sectors as well. Besides, the fall in the US markets is adding to the pessimism,” Mishra said.

The BSE smallcap gauge fell 1.28 per cent and midcap index declined 0.69 per cent.

Among the sectoral indices, teck declined 2 per cent, IT fell 1.96 per cent, commodities by 1.75 per cent, metal by 1.39 per cent, consumer discretionary by 0.95 per cent and capital goods by 0.95 per cent.

Financial services, bankex and realty were the gainers.

In Asian markets, South Korea, Japan, China and Hong Kong ended lower.

Equity markets in Europe were trading in the green. The US markets had ended sharply down on Friday.

International oil benchmark Brent crude climbed 0.35 per cent to USD 83.41 per barrel.

Foreign Portfolio Investors (FPIs) offloaded shares worth Rs 1,470.34 crore on Friday, according to exchange data.

Foreign investors have turned cautious and pulled out Rs 2,313 crore from Indian equities so far this month. (PTI)

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Eight Adani Group firms end lower; some hit lower circuit limits during the day

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NEW DELHI, (PTI): Shares of eight Adani Group firms out of the ten listed entities ended the day in the negative territory, extending their previous day decline, amid an overall weak trend in the equity market.

On Thursday, Adani Transmission stock declined by 5 per cent, Adani Green Energy dipped 5 per cent, Adani Total Gas (4.99 per cent) and Adani Power (4.98 per cent) on the BSE.

Shares of Adani Wilmar fell 3.97 per cent, Adani Enterprises slipped 1.51 per cent, ACC (0.82 per cent) and NDTV (0.45 per cent).

Some of the group firms also hit their lower circuit limits during the day.

However, two group firms managed to end the trade in the green, with Adani Ports climbing 0.96 per cent and Ambuja Cements gaining 0.43 per cent.

Shares of Adani Group firms had fallen sharply on Wednesday, with all the listed firms ending in red.

In the broader market, the BSE Sensex fell 139.18 points or 0.23 per cent to settle at 59,605.80, registering its fifth day of decline.

Adani Group stocks have taken a beating on the exchanges after US-based short seller Hindenburg Research last month made a litany of allegations, including fraudulent transactions and share-price manipulation, against it.

The group has dismissed the charges as lies, saying it complies with all laws and disclosure requirements.

All the ten listed firms have together lost Rs 11,81,750.04 crore in market valuation since the US short-seller came out with its report on January 24. (PTI)

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Sensex surges 600 pts to scale 61k-mark; ITC, RIL sparkle

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MUMBAI, (PTI): The BSE benchmark Sensex surged 600 points on Tuesday, propelled by market heavyweight RIL, ITC, banking and IT shares amid positive global cues.

Sliding crude oil prices in the international markets and buying by foreign investors also bolstered sentiment, traders said.

The 30-share BSE Sensex ended 600.42 points or 0.99 per cent higher at 61,032.26. During the session, the index witnessed a high of 61,102.74 and a low of 60,550.25.

The broader NSE Nifty surged 158.95 points or 0.89 per cent to finish at 17,929.85.

ITC topped the Sensex gainers’ chart with a jump of 3.31 per cent, followed by Reliance Industries, Bajaj Finance, ICICI Bank, Infosys, Axis Bank and Wipro.

On the other hand, NTPC, UltraTech Cement, L&T, Sun Pharma, Asian Paints and Maruti were among the major laggards, shedding as much as 1.10 per cent.

”Domestic indices edged higher, inspired by their global counterparts, as investors await the US inflation numbers today. The whammy over India’s retail inflation breaching the RBI’s tolerance level was cooled by WPI inflation easing to 4.73 pc in January.

”IT stocks were in focus as investors anticipated a slowdown in US inflation, which could result in favourable Fed policy,” said Vinod Nair, Head of Research at Geojit Financial Services.

Retail inflation again breached the Reserve Bank’s upper tolerance limit and touched a three-month high of 6.52 per cent in January, mainly due to higher food prices, as per official data released after market hours on Monday.

However, the wholesale price-based inflation eased for the eight consecutive month to 4.73 per cent in January on easing prices of manufactured items, fuel and power.

Elsewhere in Asia, markets in Shanghai, Tokyo and Seoul posted gains, while Hong Kong settled lower.

Bourses in Europe were trading in the positive zone in the afternoon session.

The US markets had ended significantly higher in the overnight session.

The rupee fell by 12 paise to close at 82.82 (provisional) against the US dollar on Tuesday, as market participants remained on the sidelines ahead of the US inflation data.

International oil benchmark Brent crude was trading 0.67 per cent lower at USD 86.03 per barrel.

Foreign Institutional Investors (FIIs) remained net buyers in the capital market on Monday as they purchased shares worth Rs 1,322.39 crore, according to exchange data. (PTI)

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