Management's responsibility for the financial Statements:

The Company's Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act,2013 ("the Act") with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting principles generally accepted in India, including the accountings standards specified under Section 133 of the Act, read with Rule 7 of Companies (Accounts) Rules,2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether duet of raudor error.

Auditor's Responsibility:

Our responsibility is to express an opinion on these financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company's preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on whether the Company has in effectiveness of such controls. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company's Directors, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the financial statements.

Opinion:

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

a) In the case of the Balance Sheet, of the State of affairs of the Company as at 31st March, 2015,

b) In the case of the Statement of Profit and Loss, of the Profit for the Year ended on that date; and

c) In the case of Cash flow statement, of the Cash Flows for the year ended on that date.

Report on Other legal & Regulatory requirements:

1. As required by the Companies (Auditor's Report) Order, 2015, ("the order"), issued by the Central Government of India, in terms of subsection (11) of section 143 of the Companies Act, 2013, we give in Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

2. As required by section 143(3) of the Act, we report that:

a) we have sought and obtained all them formation and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;

b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books;

c) The Balance Sheet and Statement of Profit and Loss and the Cash Flow Statement dealt with by this Report are in agreement with the books of account;

d) In our opinion, the aforesaid financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies Accounts Rules,2014.

e) On the basis of the written representations received from the directors as on 31st March, 2015 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2015 from being appointed as a director in terms of Section 164 (2) of the Act.

f) With respect to the other matters to be included in the Auditor's Report m accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given tous:

i) The Company does not have any pending litigations which would impact its financial position.

ii) The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.

m) There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

The Annexure referred to in paragraph 1 under "Report on other legal & Regulatory Requirements" of our Report of even date to the members of SURYAAMBA SPINNING MILLS LIMITED, on the financial statements for the year ended 31st March 2015, we report that:

(i) a) The Company has maintained proper records showing full particulars clouding quantitative details and situation of fixed assets

b) As explained to us, the fixed assets have been physically verified by the management during the year in a phased periodical manner, which in our opinion is reasonable, having regard to the size of the company and the nature of its assets. No material discrepancies were noticed on such vindication.

(ii) a) The inventory has been physically verified during the year by the management at reasonable intervals. In our opinion, the frequency, of verification is reasonable and adequate.

b) The procedures of physical verification of inventories 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 physical verification.

(iii) The company has not granted any loan, secured or unsecured to companies, firms or other parties covered in the register maintained under Section 189 of the Companies Act.

(iv) In our opinion and according to the information and explanations given to us, Theresa adequate internal control system commensurate with the size of the company and the nature of its business, for the purchase of inventory fixed assets and for sale of goods.

(v) The Company has not accepted deposits from the public covered by the provisions of Second 73 to 76 of the Compares' Act,2013.

(vi) We have broadly reviewed the Cost records maintained by the Company prescribed by the Central Govt for the maintenance of cost records under Section 148 (1) of the Act and are of the opinion that prima facie the presented accounts and records have been made and maintained However we have not made a detailed examination of the records.

(vii)a) According to the information and explanations given to us and based on the records of the company examined by us, the company is regular in depositing the undisputed statutory dues, including Provident Fund, Employees' State Insurance Income-tax, Value Added Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty and other maternal statutory dues, as applicable, with the appropriate authorities in India. Employees' State Insurance is not applicable to the company for the current year.

b) According to the information and explanations given to us and based on the records of the company examined by us, there are no dues of Income Tax, Wealth Tax, Service Tax, Sales Tax, Customs Duty and Excise Duty which have not been deposited on account of any disputes.

c) There are no amounts which are required to be transferred to Investor Education and Protection Fund in accordance with the Relevant provisions of the Companies Act, 1956 (1 of 1956) and rules made there under.

(viii) The company had no accumulated losses and has not incurred cash losses during the financial year covered by our audit or in the preceding financial year.

(ix) In our opinion and according to the information and explanations given to us, the company has not defaulted in repayment of dues to financial institutions, banks or debenture holders.

(x) The company has not given any guarantee

for loans taken by others from bank or financial institutions.

(xi) In our opinion, and according to the information and explanations given to us, the term loans have been applied for the purposes for which the loans were obtained.

(xii) In our opinion and according to the information and explanations given to us, no fraud on or by the company has been noticed or reported during the year.

                                                 For S.Venkatadri&Co., 

                                                Chartered Accountants

                                                 Firm'sRegnNo. 004614

                                                     (K.SRINIVASARAO) 

Place: Hyderabad                                             PARTNER

Date:28-May-2015                                        M.No. 201470