1.  We have audited the attached Balance Sheet of QUADRANT TELEVENTURES
 LIMITED (Formerly known as HFCL Infotel Limited) (''the Company'') as at
 31st March, 2011, the Profit & Loss Account and also the Cash Flow
 Statement for the year ended on that date annexed thereto. These
 financial statements are the responsibility of the Company''s
 management.  Our responsibility is to express an opinion on these
 financial statements based on our audit.
 
 2.  We have conducted our audit in accordance with auditing standards
 generally accepted in India.  Those Standards require that we plan and
 perform the audit to obtain reasonable assurance about whether the
 financial statements are free of material misstatement. An audit
 includes examining, on a test basis, evidence supporting the amounts
 and disclosures in the financial statements. An audit also includes
 assessing the accounting principles used and significant estimates made
 by management, as well as evaluating the overall financial statement
 presentation.  We believe that our audit provides a reasonable basis
 for our opinion.
 
 3.  As required by the Companies (Auditors'' Report) Order, 2003, issued
 by the Central Government of India in terms of Section 227(4A) of the
 Companies Act, 1956 and on the basis of such checks as considered
 appropriate and according to the information and explanations given to
 us during the course of the audit, we enclose in the Annexure hereto a
 statement on the matters specified in paragraphs 4 and 5 of the said
 Order to the extent applicable.
 
 4.  Without qualifying our opinion we draw attention to note 1 (c) of
 Schedule 21 to the financial statements.  The Company has incurred a
 loss of Rs. 2,236,667,344 during the year (accumulated loss of Rs.
 13,636,994,938) resulting into erosion of its net worth, and has a net
 current liabilities of Rs. 6,588,544,442 as at March 31, 2011. These
 factors raise a doubt that the Company will not be able to continue as
 a going concern. The management is confident of generating cash flows
 from business operations through increasing subscribers'' base and with
 the support of significant shareholders to fund its operating and
 capital fund requirements.  Accordingly, these statements have been
 prepared on a going concern basis.
 
 5.  As mentioned in Note 8 (a) of schedule 22 to the financial
 statements, based on Company''s request Corporate Debt Restructuring
 (''CDR'') Cell vide their letter dated August 13, 2009 (''CDR letter'') has
 revised the terms of CDR scheme with effect from April 1, 2009. The
 Company has accounted for the impact of revised CDR scheme as approved
 by CDR Cell after complying with the most of the terms and conditions
 stipulated therein, however compliance of some of them is still in
 process. These financial statements do not include any adjustment which
 may arise due to inability of the management to fulfill the remaining
 conditions precedent.
 
 6.  Further to our comments in the Annexure referred to above
 paragraph, we report that:-
 
 a) We have obtained all the information and explanations, which, to the
 best of our knowledge and belief were necessary for the purposes of our
 audit;
 
 b) In our opinion, proper books of account as required by law have been
 kept by the Company so far as appears from our examination of those
 books;
 
 c) The Balance Sheet, Profit and Loss Account and Cash Flow Statement
 dealt with by this report are in agreement with the books of account;
 
 d) In our opinion, the Balance Sheet, Profit and Loss Account and Cash
 Flow Statement dealt with by this report comply with the Accounting
 Standards referred to in sub section (3C) of Section 211 of the
 Companies Act, 1956.
 
 e) On the basis of written representations received from the directors,
 as on 31st March, 2011 and taken on record by the Board of Directors,
 we report that none of the directors is disqualified as on above date
 from being appointed as a director in terms of clause (g) of
 sub-section (1) of Section 274 of the Companies Act, 1956;
 
 f) Subject to matter stated in paragraph 5 above consequential effect
 whereof is not ascertainable in our opinion and to the best of our
 information and according to the explanations given to us, said
 accounts read together with the significant accounting policies and the
 notes thereon, give the information required by the Companies Act 1956,
 in the manner so required and give a true and fair view in conformity
 with the accounting principles generally accepted in India:
 
 (i) In the case of the Balance Sheet, of the state of affairs of the
 Company as at 31st March, 2011;
 
 (ii) In the case of the Profit and Loss Account, of the loss for the
 year ended on that date; and
 
 (iii) In the case of the Cash Flow Statement, of the cash flows for the
 year ended on that date.
 
 ANNEXURE TO THE AUDITORS'' REPORT
 
 Annexure referred to in paragraph 3 of the Auditors'' Report of even
 date to the Members of QUADRANT TELEVENTURES LIMITED (Formerly known as
 HFCL Infotel Limited) on the accounts for the year ended 31st March,
 2011; 
 
 (i) (a) The Company has maintained proper records showing full
 particulars including quantitative details and situations of Fixed
 Assets.
 
 (b) As per the information and explanations given to us, there is a
 phased programme of physical verification of fixed assets adopted by
 the Company and no material discrepancies were noticed on such
 verification. In our opinion, the frequency of verification is
 reasonable, having regard to the size of the Company and nature of its
 business.
 
 (c) During the year, the Company has not disposed off any substantial
 part of the fixed assets.
 
 (ii) (a) As per the information furnished, the Inventories have been
 physically verified by the management at reasonable intervals during
 the year. In our opinion, having regard to the nature and location of
 stocks, the frequency of physical verification is reasonable.
 
 (b) In our opinion, and according to the information and explanations
 given to us, procedures of physical verification of inventory followed
 by the management are reasonable and adequate in relation to the size
 of the Company and the nature of its business.
 
 (c) The Company is maintaining proper records of Inventory and no
 material discrepancies were noticed on such physical verification.
 
 (iii) (a) As per the information furnished, the Company has not granted
 any loans, secured or unsecured to companies, firms and other parties
 covered in the register maintained under Section 301 of the Companies
 Act, 1956. Accordingly, paragraphs 4(iii) (a), (b), (c) and (d) of the
 Order are not applicable.
 
 (b) As per the information furnished, the Company has not taken any
 loans, secured or unsecured from companies, firms or other parties
 covered in the register maintained under Section 301 of the Companies
 Act, 1956. Accordingly, Clause 4 (iii) (e), (f) and (g) of the said
 Order is not applicable.
 
 (iv) In our opinion and according to information and explanations given
 to us, there is an adequate internal control system commensurate with
 the size of the Company and the nature of its business with regard to
 purchase of inventory and fixed assets and for the sale of goods and
 services.
 
 (v) (a) Based on the audit procedure applied by us and according to the
 information and explanations provided by the management, during the
 year, there has been no contract or arrangement that needed to be
 entered into the register maintained under section 301 of the Companies
 Act, 1956 and accordingly the clause (b) is not applicable.
 
 (vi) The Company has not accepted any deposits from the public within
 the meaning of the provisions of Section 58A, 58AA or any other
 relevant provisions of the Companies Act, 1956.
 
 (vii) In our opinion, the Company has an internal audit system
 commensurate with the size of the Company and nature of its business.
 
 (viii)The Central Government has prescribed maintenance of the cost
 records under section 209(1) (d) of the Companies Act, 1956 in respect
 of the Company. We have broadly reviewed the accounts and records of
 the Company in this connection and are of the opinion that prima facie,
 the prescribed accounts and records have been made and maintained. We
 have not, however, made a detailed examination of the records.
 
 (ix) (a) According to the information and explanations given to us and
 records examined, by us, the Company is regular in depositing
 undisputed statutory dues with the appropriate authorities in respect
 of provident fund, employees'' state insurance, income tax deduced at
 source, income tax, wealth tax, excise duty, service tax and sales
 tax/works contract tax. According to information and explanations given
 to us, no undisputed arrears of statutory dues were outstanding as at
 31st March 2011 for period of more than six months from the date they
 become payable.
 
 (b) According to the records of the company, the dues of Income tax,
 which have not been deposited on account of disputes and the, forum
 where the disputes and the forum where the dispute is pending are as
 under:
 
 Name       Nature      Amount     Period to   Forum where
 of the     of           (Rs.)     which the   dispute is
 Statute    Dues                   amount      pending
                                   relates
 
 Income    Income   11,837,921     2000-01     Income Tax
 Tax Act,  Tax                                 Appellate
 1961                                          Tribunal
 
 (x) The accumulated loss of the Company as at March 31, 2011, is more
 than fifty percent of its net wbfth as at that date.  The Company has
 incurred cash loss during the period. In the immediately preceding
 financial year also, the company had incurred cash loss.  '''',.--
 
 (xi) According to the information and explanations given to us and
 records examined by us, during the year the Company has delayed
 interest payment to financial institution or banks in respect of the f
 ollowing:-
 
 Name of the Lender    Nature of 
                       the Dues    Period of Default/ Delays  Maximum
                                                              Overdue 
                                                              during the
                                                              year
 
 IDBI Bank             Interest    April 2010 to June 2010    3,599,486
 
 INGVYASA Bank         Interest    April 2010 to June 2010      269,890
 
 LIC of India          Interest    April 2010 to June 2010      674,744
 
 Oriental Bank of 
 Commerce              Interest    April 2010 to June 2010      674,744
 
 State Bank of Patiala Interest    April 2010 to June 2010      226,633
 
 There is no over dues amounts as at Balance Sheet date.
 
 (xii) Based on our examination of the records and information and
 explanations given to us, the Company has not. granted any loans and
 advances on the basis of security by way of pledge of shares,
 debentures and other securities.
 
 (xiii) As per the information and explanations given to us the
 provisions of any Special Statute applicable to Chit Fund do not apply
 to the Company. The Company is also not a nidhi / mutual benefit
 fund/society.
 
 (xiv)The Company is not dealing in or trading in shares, securities,
 debentures and other investments.  Accordingly, Clause 4 (xiv) of the
 said Order is not applicable.
 
 (xv) Based on our examination of the records and information and
 explanations given to us, the Company has not given any guarantees for
 loans taken by others, from banks and financial institutions.
 
 (xvi) Based on our examinations of the records and information and
 explanations given to us during the year no term loans have been
 obtained by the Company.
 
 (xvii)According to the information and explanations given to us and on
 an overall examination of the balance sheet of the Company as at the
 end of the year, funds raised on short term basis have, prima facie,
 not been used for long term investment.
 
 (xviii) The Company has not made any preferential allotment of shares
 during the year to parties and Companies covered in the register
 maintained under section 301 of the Act.
 
 (xix) The Company has not issued any debentures during the year.
 
 (xx) The Company has not raised any money by public issue during the
 year ended March 31,2011.
 
 (xxi) To the best of our knowledge and bejief and according to the
 information and explanations given to us, no fraud on or by the Company
 has been noticed or reported during the course of our audit.
 
                                            For KHANDELWAL JAIN & CO.
 
                                       Firm Registration No. 105049W
 
                                               Chartered Accountants,
 
                                                     (Akash Shinghal)
 
 Place: Mohali                                               Partner
 
 Dated: May 30,2011                            Membership No. 103490