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Date: 17/07/2013 Time: 13:47:38

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India's Largest Ever Public Issue by Indian Real Estate Giant DLF: Smudged by Valuation
This Case was written by Chaudhuri S, Nath. S and Hussain S, IBS Research Center. It is intended to be used as the basis for class discussion rather than to illustrate either effective or ineffective handling of a management situation. The case was compiled from published sources

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2009, IBS Research Center. All rights reserved. To order copies, call +91-08417-236667/68 or write to IBS Center for Management Research (ICMR), IFHE Campus, Donthanapally, Sankarapally Road, Hyderabad 501 504, Andhra Pradesh, India or email: info@icmrindia.org

FAC0047IRC

India's Largest Ever Public Issue by Indian Real Estate Giant DLF: Smudged by Valuation
If DLF adopts principles and practices of say someone like Infosys in the corporate governance and disclosure and investor servicing, I am sure, it will go a long way in not only getting a good rating for itself, but also changing or showing the way for the entire real estate sector. Real estate world over is a fairly large component of the index and I see an onerous responsibility on DLF to take that charge and make real estate a large component of Indian market
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capitalization also[1] Nilesh Shah, Chief Investment Officer, ICICI Prudential Life Insurance [2] The global Initial Public Offering (IPO) markets across the globe were witnessing a great momentum as they raised huge amounts of capital from the primary markets in 2006 and in the first quarter of 2007. The amount of capital raised through 1729 IPOs worldwide in 2006 was $246 billions.[3] India was no exception. Rapid economic growth, robust corporate profitability and increasing investors interest in the Indian companies propelled the IPO market. Backed by booming Indian economy, robust demand and rising property prices, the real estate sector had appreciated exorbitantly. Delhi Leasing and Finance Limited (DLF), Indias largest real estate player[4] tapped the capital market in 2007 to raise $ 2.24 billions by selling 10.27% of the company to become the largest public issue[5] in India.[6] But it was felt that the issue was overpriced and the IPO timing was wrong. The issue also raised suspicion with respect to corporate governance[7] practices followed by DLF and window dressing of its financial statements. The Booming Indian Real Estate Sector There was tremendous scope for real estate activity due to increased GDP growth rate, which was estimated to be 10%[8] by 2008, increased population, which was expected to touch 1,395 million[9]by 2025 and 1,593 million by 2050[10]. The increase in consumer spending led to the growth in the number of malls in the Indian cities. There was a growing demand for commercial space as India became the hub of IT and ITES activity (Exhibit I).
Exhibit I Real Estate Drivers

Source: DLF Offer Document, http://www.nseindia.com/content/equities/eq_ppi.htm, May 2007

The real estate sector primarily consisted of residential Sector, commercial Sector, retail Sector. In the residential sector, the key drivers of housing demand were increased disposable income, easy availability of finance, rising population and a dearth of housing of over 20 million dwelling units in the rural and the urban areas. The average annual income in India had increased due to the IT/ITES and financial services sectors. Though the average income of people increased, only 50% of the households lived in houses with good condition. 70%[11] of the households had two rooms only. It was expected that to equate the housing equilibrium by 2030, 10 million houses were required to be built every year from 2005.[12] Many big cities were expanding beyond their municipal limits. Delhi and Mumbai alone were home to more than 40 million people. (Exhibit II)

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Commercial Sector India was one of the attractive destinations for IT/ITES and IT-based business outsourcings (BPO). These sectors generated more than $28 billion in 2004 and these revenues were expected to double by 2007.[13] 70% of the demand for office space was created by more than 7000 Indian IT and ITES companies, while 15% was created by the financial services sector and pharma sector.[14] (Exhibit III)
Exhibit III Commercial Office Market In India
Tier I Cities Office Market Class A and Class B Central Business District (CBD) Secondary Business District (SBD) Major Industries Vacancy Level Average Prime Rents (CBD) Average Prime Rent (SBD) New Developments (2006) New Developments (2007E)

Mumbai
33 million Sq. ft. 12 million Sq. ft. Nariman point Bandra Kurla, Worli, Prabhadevi, Andheri, Malad IT, Financial Services, Pharmaceuticals 5% INR 220 per sq.ft. INR 160 per sq.ft. 3.5 million Sq. ft. 2.5 million Sq. ft.

NCR 30 million Sq. ft. 8 million Sq. ft. Connaught Place and surroundings Gurgaon, Noida, Greater Noida IT and ITES (call Center Hub) 5% INR 150 per sq.ft. INR 35-40 per sq.ft. 7.5 million Sq. ft

Bangalore 28 million Sq. ft 10 million Sq. ft Mahatma Gandhi Road Hosur Road, Whitefield and Airport Road. IT and ITES 5% INR 45 per sq.ft. INR 38 per sq.ft. 6 million Sq. ft 6 million Sq. ft

Source: Just Tobias et al. Building up India: Outlook for Indias real estate markets, www.dbresearch.com/PROD/DBR_INTERNET_EN-PROD/PROD0000000000198335.pdf, May 8th 2006

In 2006, India was one of the ten largest retail markets in the world.[15]Increased consumer spending coupled with growth in the organized market boosted the retail sector. The retail turnover was approximately $ 250 billions in 2006. [16] The organized retail, which stood at 3% in 2005, was expected to reach 15-20% by 2015.[17] The number of shopping malls was expected to go up to 600 by 2010, from 100 in 2005. In 2007, 138 of 220 malls were planned to be established in 8 big cities of India, while 81 were planned for other tier III cities. (Exhibit IV)
Exhibit IV Important drivers of Retail Segment of Real estate Sector

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Source: Just Tobias et al. Building up India: Outlook for Indias real estate markets, www.dbresearch.com/PROD/DBR_INTERNET_EN-PROD/PROD0000000000198335.pdf, May 8th 2006

About DLF

DLF was founded by Chaudary Raghvendra Singh in 1946. (Exhibit V) Between 1949 and 1954, the company had developed more than a dozen townships in and around Delhi. But after Delhi Development Authority Act (DDA Act) was implemented in 1957, land development became state monopoly. Between 1958 and 1974, DLF could develop only 7 projects. In 1971, Kushal Pal Singh (KPSingh), son-in-law of Chaudhary Raghvendra Singh, took over DLF. He bought land banks outside the area, controlled by the Delhi Development Authority[18] especially in Gurgaon. He bought land from the farmers on credit, developed it and paid them after the property was sold. DLF had purchased 3,000 acres[19] of land from the villagers. They developed Asias largest township, DLF City in Gurgaon, stretched over 3,000 acres. It offered a wide-ranging modern city infrastructure encompassing basic amenities, social infrastructure like educational institutions, healthcare, hospitality and shopping and entertainment facilities. It also included DLF Golf and Country Club, which was rated among the top ten in Asia[20]. Over the years, DLF established itself as the leading player in the Indian real estate sector and expanded into other major cities of India too.
Exhibit V Growth of DLF over years
Year 1946 1969-74 1975 1982 1989 1991 2002 2003 2004 2005 2006 Milestones Founded by Chaudhary Raghvendra Singh Built 22 urban colonies Commenced Development of DLF city in Gurgaon Ventured into Housing Projects Ventured into community shopping centers Ventured into first A grade office space Ventured into organized retail complexes National expansion into 11 cities Launched 125 acre Cyber city and IT city across various metros Launched premium residential complex Expanded to 29 cities across nation

Source: Milestones, http://www.dlf.in/corporates/aboutus/milestones.asp

K P Singh wanted his company to establish its footprint across the country in all the verticals. DLFs major verticals are residential, commercial and retail divisions. In 2006, it ventured into hotels, infrastructure and SEZs (Special Economic Zones) to further expand its business scope. Residential sector offered tremendous growth opportunity for DLF. Its residential business line included condominiums[21], duplexes, row houses and apartments. DLF targeted the higher end of the market. By 2007, the plot development was 195 msft[22]. The company wanted to increase its business area to 375 msft[23]across the country in long term. Since its inception in 1946, 220 msft was developed as colonies and townships including 17 msft[24] of residential properties. The suburban location of Gurgaon witnessed 15%[25] appreciation in capital values. The property rates in the National Capital Region of Delhi (NCR) were increasing and it was estimated that Noida and Gurgaon would continue to be the hubs for Information Technology (IT) and Information Technology Enabled Services (ITES) related activity and would generate employment and sales of residential units. By 2007, DLFs office segment consisted of 32 msft[26] of developed and on going projects, while another 62 msft[27] across the country was planned for the development. With this huge land bank under office development, DLF was likely to grab 15-20%[28] of the market share in the business and commercial sector. DLFs revenues from the commercial segment were in the form of sale and lease. DLF chose to lease the property when all its competitors preferred to sell and as a result DLF was not affected when the property prices started falling in the late 1990s. DLF ventured into the retail market by building new shopping and entertainment spaces all over India. There was over
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42 msft.[29]of land that was catered for the development of retail space by DLF. These shopping and entertainment malls were expected to spread over metros and other urban cities. DLF had planned to build Mall of India in Gurgaon by mid 2008. It would be spread across 32 acres of land and would be the biggest mall in India. DLF wanted to capitalize on the booming real estate market, which was expected to grow by more than 20% annually. In order to do that, DLF was required to raise huge amount of funds, and that led DLF to tap the capital market for the second time. The IPO Saga: Was It Overvalued? In 1976, DLF got listed on the Bombay Stock Exchange (BSE) and Delhi Stock Exchange (DSE), but delisted itself from BSE in 1982, citing the increase in the listing fees as its reason for delisting. It got delisted from DSE in 2003. There were more than 1300 individual shareholders, who continued to hold shares of the company, despite companys delisting from both the stock exchanges. Of these, more than 100 shareholders held more than 200 shares. In 2003, DLFs management wanted to have 100% control over its equity. They offered share buyback at Rs.320 per share. But share holders did not show interest in selling their stakes. In August 2005, DLF came up with 1:1 rights issue of convertible debentures[30] worth Rs.100 each. The subsequent conversions and share splits resulted in each share to be equivalent to 440 shares (Exhibit VI).
Exhibit VI Rights Issue Details
Conversion of shares One partially convertible Debenture of Rs.100 each was offered for each share held Later, each debenture was converted to 10 shares of Rs. 10 each Subsequently, each of the shares was converted to 5 shares of Rs.2each Each of the shares was offered 7 bonus shares (55*8) Number of Shares 1(1 share, 1 Debenture) 11(1 share+10 shares) 55 (11*5) 440

Compiled by the authors

In May 2006, minority share holders of DLF complained to the directors of the company as well as the Securities and Exchange Board of India (SEBI) that the company did not post the letter of rights issue to them. It was claimed that 90% of the minority share holders did not receive the letter of rights issue. So, DLF had to withdraw its offer document in August 2006. The company held an extraordinary general meeting in November 2006, wherein minority shareholders were offered rights issue of 81,983 convertible debentures of Rs.100 each. The terms laid down by the company at the meeting were exactly similar to the rights offer issued earlier and in total consonance with the demands of the shareholders, who voted unanimously in favour of the resolutions. The victory of the minority shareholders was considered as a curtain raiser in the history of the Indian securities markets. This issue was indicative of the coming of age of the Indian financial system. In January 2007, DLF refiled its offer document and in June 2007, it issued Indias largest public issue through book building process. DLF emerged as the eighth largest firm with market capitalization of Rs.96287.9 crores and became the first Indian realty firm to enter the list of top ten companies in terms of market capitalization. [31] (Exhibit VII). The IPO drove its promoters, who held 88.24% in the company into the super-rich club with a total wealth of about $21 billion.[32] (Annexure I) K.P.Singh became the 62nd richest man in the world and fourth richest in India.[33]
Exhibit VII Indias Largest IPOs and Indian Companies having largest Market Capitalization
Company DLF Ltd Cairn India Ltd Tata Consultancy Services NTPC Reliance Petroleum Ltd Idea Cellular Ltd Reliance Petroleum Ltd Jet Airways (India) Ltd Essar Oil Ltd Suzlon Energy Ltd Size (Rs. In bn) 91.88 57.88 54.2 53.68 27 24.43 21.72 18.99 16.39 14.96 Year 2007 2006 2004 2004 2006 2007 1993 2005 1995 2005 Rank 1 2 3 4 5 6 7 8 9 10 Company Market Cap (Rs Cr) Reliance Industries 237,997.57 ONGC 188,156.39 Bharti Airtel 161,902.78 NTPC 125,990.63 Reliance Communications 111,442.01 Infosys 109,473.34 Tata Consultancy Services 108,600.14 DLF Ltd 96,287.96 ICICI Bank 90,788.63 State Bank of India 81,408.08

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Compiled by the authors

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On July 5th 2007, the company got listed on Bombay Stock Exchange (BSE) and National Stock Exchange (NSE). The severe correction on the realty counters in the recent past had affected the pricing of the DLF Universal initial public offering. DLF actually aimed to target the price in such a way that its market capitalization would become more than $2.5 billions. [34] DLF planned that proceeds from the issue would be invested in acquisition of land, for funding existing projects and for the prepayment of the loans of the company. (Exhibit IX)
Exhibit IX DLF IPO Listings
Listing Exchange Bombay Stock Exchange(BSE) National Stock Exchange (NSE) 532868 at BSE and DLF at NSE A Rs 2 Rs.500-Rs.550 Rs 525 175 million shares 5th July 2007 Rs.91.9 billion 10.27 NSE - on 5th July 2007 Listing Price High Low Rs.526.60 Rs.583.95 Rs.526.60

Share code Share Class Face Value Price Band Issuing price Offer Size Listing Date Total money raised % of post issue capital BSE - on 5th July 2007 Listing price High Low Closing First day trading Rs.582 Rs.714.25 Rs.505.60 Rs. 570.05

Closing Rs. 569.80 Shares worth Rs 6,252 crores were traded on both exchanges.

Compiled by the authors

Of the 175 million shares that were offered, one million shares were reserved for employees. The issue was oversubscribed by 3.47 times. The Qualified Institutional Buyer (QIB)[35] portion was subscribed 3.94 times. But the retail portion was subscribed only 0.96 times. Though the IPO made few minority shareholders millionaires in a day, it was felt that it did not perform as per market expectations. (Exhibit X)
Exhibit X A comparison of DLFs IPO performance with its peer companies
Year of Issue % of Capital issued Face value (Rs.) Price band[36] Issue price Sobha Developers 2006 12.2 10 Rs 550-Rs 640 Rs.640 Parsvnath Developers 2006 18.3 10 Rs. 250-Rs.300 Rs.300 DLF 2007 10.27 2 Rs.500-Rs.550 Rs. 525

Compiled by the authors Many analysts felt that DLFs IPO was overvalued. DLFs shares were valued nearly 29 times its earnings. Unitech Ltd which had land reserves almost equivalent to DLF, was valued at 24 times[37]. DLF Universals Earnings per share (EPS), excluding DLFs one time profit on sale of assets to another promoter group company, would be INR3.31[38] ($0.08275) on DLFs post issue equity capital of INR 3408.8 million ($85.2 million). On the lower price band of INR500 ($12.5), the price earnings ratio (P/E) stood at 152 times, and on the upper price band of INR550 ($13.75) the PE ratio works out to 167 times. There were many reasons that gave a feeling that the IPO was overvalued DLFs overdependence on Gurgaon, sales to a group company, corporate governance and land bank issues being some of them. Angel Broking firm which valued DLF at a net asset value of INR 475/480 ($11.875/12) on the lower and upper end of the price band opined that This is a big concentration in one city, considering the fact that Gurgaon is a satellite town and it took DLF 30 years to develop the 3,000 acre DLF Township.[39] Out of the total sales of INR 40,341 million ($1.008 billion)[40] for the financial year 2007, sales of about INR
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22,071 million ($ 551.77 million) had been made to group company DLF Assets, which was fully owned by the promoters.[41] It was felt that the Income statement and Balance sheet were window dressed as the sales to the group company represented 55% of the total revenues and 61% of the total profits (Annexure II).[42] The company did not have certificate of change of land use from competent authorities for 60% of the land bank[43]. Outstanding payment for April 2007 included INR 4395.6 crore ($1.09 billions) as payment for acquisition of land reserves and INR 1054.0 crore ($263.5 millions) for acquisition of 554 acres for which development plans are at a preliminary stage. Corporate governance record after the minority shareholders issue was not encouraging as it was thought that the company did not post the letters of rights issue to shareholders. Analysts pegged the net asset value in the range of INR 700 billion ($17.5 billion)[44] to INR 950 billion ($23.75 billion). Edelweiss, a brokerage firm, estimated NAV of DLF at approximately $22 billion [45] (INR 88,000 crore) based on a Cost of Capital [46](CoC) of 12 per cent primarily assuming that the company would develop the entire land bank only over the next 15 years as against the management projection of 10 years. This resulted in fair value of INR 512-517 ($12.80 - $12.93) as against the price band of INR 500-INR 550 ($12.50 - $13.75). Though many analysts felt that the issue was overvalued, there were few who supported the valuation. The Road Ahead The phenomenal rise in property prices and interest rates, led to analysts expecting a property price correction. Though demand for retail malls, commercial estates was buoyant, it was expected that the increase in real estate activity would increase the risk of the weaker property prices. On the residential side too, investors were selling residential properties at a price lower than the builder's price in most parts of India and the demand from investors could dry up if cost of funds continued to be high and properties were not ready quickly. It was estimated that approximately a 1% fall in sales realization would cut DLF's earnings by 2%.[47] If prices were to correct about 10%, DLF would lose one fifth of its earnings and this could adversely affect its stock prices. [48]In addition, DLFs sales realization could also be hampered due to economic policy changes. Considering these facts, analysts felt that DLFs public issue was highly overvalued. DLF had an impressive portfolio of projects, which displayed its strong leadership status as a pioneer and trendsetter in the real estate sector. Commitment to excellence, ardent pursuit of customer value had built up a strong track record in terms of reputation, brand and organization for DLF. Despite all these facts, it was opined that the major cause of DLFs IPO hype was the window dressing of its financials. In addition, experts also felt that corporate governance issues had smudged India's Largest Ever Public Issue.

Annexure I Profit & Loss account of DLF (FY 2004 to 2007)

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Source: DLF Offer Document, http://www.nseindia.com/content/equities/eq_ppi.htm, May 2007

Annexure II Balance sheet and cash Flow of DLF (FY 2005 to 2007)

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Source: DLF Offer Document, http://www.nseindia.com/content/equities/eq_ppi.htm, May 2007

[1]Matkar Sunil DLF will not get 'Vishal' listing: Experts, http://www.moneycontrol.com/india/news/ipo-listingstrategy/dlf-will-not-get-vishal-listing-experts/11/00/290218, July 4th 2007 [2] ICICI Prudential Life Insurance Company is a joint venture between ICICI Bank, a premier financial powerhouse and Prudential plc, a leading international financial services group headquartered in the United Kingdom [3] Jennifer Lee-Sims, Globalization: Global IPO trends report 2007 by Ernst & Young, http://www.ey.com/global /content .nsf /International/ Strategic_Growth_Markets_-_IPO_-_The_IPO_Market [4]DLF may have short term +ve rub-off effect on realty stocks http://www.moneycontrol.com/india/news/ipo--issues-open/dlf-may-have-short-term-+ve-rub-off-effectrealty-stocks/286582, June 14th 2007 [5] ChikermaneGautam Is Indias largest IPO going to change the Sensex stakes?http://www.indianexpress.com /story/33122.html, June 9th 2007 [6] DLF sets IPO price band at Rs 500-550; opens on June 11th, http://www.stock-marketindia.net/2007_05_25_archive.html May 25th, 2007
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[7] Corporate governance is the set of processes, customs, policies, laws and institutions affecting the way in which a corporation is directed, administered or controlled. It also includes the relationships among the many players involved like the shareholders and the goals for which the corporation is governed [8]India can achieve 10% growth in 2008-09, http://economictimes.indiatimes.com /India_can_ achieve_ 10_growth_ in_ 2008 - 09/rssarticleshow/2211765.cms, July 17th 2007 [9] Black Edward, Winners and losers in world of huge population change, http://thescotsman.scotsman.com /index.cfm? id=217102005, February 26th 2005 [10] Population of India, http://www.surfindia.com/india-facts/population-of-india.html [11] Just Tobias et al. Building up India: Outlook for Indias real estate markets, www.dbresearch.com/PROD/DBR_INTERNET_EN-PROD/PROD0000000000198335.pdf, May 8th 2006 [12] Ibid. [13] Building up India: Outlook for Indias real estate markets, op.cit. [14] Ibid. [15] Retailing, http://www.indiainbusiness.nic.in/industry-infrastructure/service-sectors/retailing.htm [16]Building up India: Outlook for Indias real estate markets, op.cit. [17] Sharma Mudit et al., The Indian Retail Sector, www.iimcal.ac.in/community/consclub/ppts/retail.ppt [18] The Delhi Development Authority was created in 1955 under the provisions of the Delhi Development Act "to promote and secure the development of Delhi" [19] An acre is the name of a unit of area. One acre comprises 4,840 square yards or 43,560 square feet [20] The Belaire by DLF, http://macdonaldsarin.com/MaCController?op=res&pageFrom=belaire [21] A building or complex in which units of property, such as apartments, are owned by individuals and common parts of the property, such as the grounds and building structure, are owned jointly by the unit owners [22] Overview, http://www.dlf.in/corporates/aboutus/overview.asp [23] Ibid.. [24] Ibid.. [25] Upcoming Projects 2007, http://www.propertyvertical.com/gurgaon_report.pdf 2007 [26] DLF Building India, http://www.naukri.com/gpw/dlfgroup/new/index.htm [27] Ibid. [28] Ibid.. [29] Overview, op.cit. [30] Convertible Debenture can be converted into stock at the option of the holder and issuer at a specified date in the future [31]DLF debuts at a premium, but gains only 8.5%, http://www.financialexpress.com/ fe_full_story.php?content_id =169 270f4, July 6th 2007 [32] DLF's K P Singh becomes rupee trillionaire, http://timesofindia.indiatimes.com/Business/India_Business/DLFs_ K_P_Singh_becomes_rupee_trillionaire/rssarticleshow/2227737.cms, July 23rd 2007 [33] India overtakes Japan in number of billionaires, http://indiapost.com/article/techbiz/117/, March 12th .2007 [34] DLF fixes IPO price band of Rs 500-550,
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http://economictimes.indiatimes.com/DLF_fixes_IPO_price_band_of_Rs_500-550/articleshow/2072833.cms, May25th 2007 [35] Qualified Institutional Buyer- is a purchaser of securities that is financially sophisticated and is legally recognized by security market regulators to need less protection from sellers than most members of the public [36] It sets up the upper and lower limits for a share's movement on any given day. Incase of IPO it sets the lower and upper limits with in which the bids should be presented to the company [37] In Indias biggest IPO, top real estate firm DLF makes strong debut, http://business.bostonherald.com /realestate News/view.bg?articleid=1009736, July 5th 2007 [38] $1= Rs.40.27 as on July 25th 2007 [39] DLF's mega IPO to open today, http://www.hindustantimes.com/StoryPage/StoryPage.aspx?id=a9c1401d00c1-4bd2-80c0-47a76cdf83ee&&Headline=DLF's+mega+IPO+to+open+today, June 10th 2007 [40] Subscribe to DLF IPO at cut off price: Emkay, http://www.moneycontrol.com/india/news/ipo---issuesopen/subscribe-to-dlf-ipo-at-cut-off-price-emkay/286384, June 13th 2007 [41] ibid. [42] Window Dressing is the deceptive practice of using accounting tricks to make a company's balance sheet and income statement appear better than they really are. [43] N. Mahalakshmi DLF's real estate story, http://in.rediff.com/money/2007/jun/11dlf.htm, June 11th 2007 [44] DLF's real estate story op.cit. [45] Ibid. [46] Firms cost of capital can be defined as the rate of return that could be earned in the capital market on securities of equivalent risk. [47] DLF's real estate story op.cit. [48] ibid.

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