1、ACCA 考试 F4 公司法与商法（Malaysia）真题 2009 年 12 月及答案解析(总分：99.99，做题时间：180 分钟)一、ALL TEN questions ar(总题数：1，分数：0.00)In relation to the Malaysian legal system: （分数：10.00）(1).(a) explain and distinguish legislation from delegated legislation; and (4 marks) （分数：5.00）_(2).(b) explain TWO advantages and TWO disadva
2、ntages of delegated legislation. (6 marks)（分数：5.00）_In the context of employment law: （分数：10.00）(1).(a) explain and distinguish between a contract of service and a contract for services; and (4 marks) （分数：5.00）_(2).(b) explain the tests that have been developed by the courts to determine whether a c
3、ontract of service has come into existence. (6 marks)（分数：5.00）_In relation to contract law: （分数：10.00）(1).(a) explain who is a minor; and (2 marks) （分数：5.00）_(2).(b) explain any FOUR exceptions to the general rule that contracts entered into by minors are void. (8 marks)（分数：5.00）_In relation to part
4、nership law: （分数：10.00）(1).(a) discuss the liability of a retiring partner for the debts of the partnership incurred both before, and after, his retirement from the partnership; and (4 marks) （分数：5.00）_(2).(b) explain the steps that a retiring partner may take to protect himself from liability for f
5、uture debts of the partnership. (6 marks)（分数：5.00）_1.With reference to the Companies Act 1965, explain how the common law position relating to the ultra vires doctrine has been modifi ed in Malaysia. (10 marks)（分数：10.00）_In the context of company law, explain: （分数：10.00）(1).(a) the prohibition on th
6、e giving of fi nancial assistance by companies for the purchase of their own shares; and (5 marks) （分数：5.00）_(2).(b) the exceptions to the said prohibition. (5 marks)（分数：5.00）_In relation to company law state: （分数：10.00）(1).(a) the requirements which have to be fulfi lled for a person to qualify to
7、be appointed as a company secretary. (5 marks) （分数：5.00）_(2).(b) (i) who is an approved company auditor under the Companies Act 1965; and (2 marks) (ii) the persons who are empowered under the Companies Act 1965 to appoint the auditors of a company. (3 marks)（分数：5.00）_ABC Bhd published its annual re
8、port for 2008 in April 2009. The report included the audited accounts for the year ended 31 December 2008, which indicated that the company had made substantial profi ts for 2008 and that the company was fi nancially sound. The auditors report which accompanied the accounts stated that the auditors
9、were of the opinion that the company had observed accounting standards and that the auditors were satisfi ed that the accounts represented a true and fair view of the fi nancial position of the company as a whole. Relying on this report, Ali, a member of the public, purchased 100,000 shares of ABC B
10、hd, on the Stock Exchange. It has now been discovered that ABC Bhd was in fact insolvent at the time of the audit. This has resulted in the shares of the company becoming almost worthless. Ali considers that the auditors had not carried out their audit properly. He wishes to sue the auditors in the
11、tort of negligence. Required: Advise Ali: （分数：10.00）(1).(a) on the matters he should prove in order to found an action in the tort of negligence, and (6 marks) （分数：5.00）_(2).(b) whether he is likely to be successful in his claim against the auditors of ABC Bhd. (4 marks)（分数：5.00）_2.Jack and Jill are
12、 the directors of J-J Sdn Bhd, a company which specialises in the manufacture and sale of perfumes and aromatic oils. The company is quite profi table and its products are in much demand. Recently, Snowyte, a member of the company, discovered the following: (a) Jack has set up a business in partners
13、hip with his brother, Tom. Their fi rm, J T Brothers, also deals in the manufacture and sale of perfumes and aromatic oils. Jack has been able to bring in substantial business to the fi rm. J-J Sdn Bhd has lost some of its business due to the competition from J T Brothers. (5 marks) (b) Last month,
14、Jack and Jill bought a piece of land for J-J Sdn Bhd from Jenny, for RM 300,000. Snowyte complains that the members of the company were not notifi ed of the purchase. She has also learnt that Jenny is Jills sister-in-law. (5 marks) Snowyte wishes to know whether Jack and Jill have breached any of th
15、e provisions of the Companies Act 1965 in the above-mentioned situations and the consequences if such breach has in fact occurred. Required: Advise Snowyte. (Note: the mark allocation is shown against each situation) (10 marks)（分数：10.00）_Nalab Bhd, whose registered offi ce is in Kuala Lumpur, held i
16、ts latest annual general meeting (AGM) on 15 October 2009. The meeting was held at the Discount Hotel in Johore Bahru. The notice calling for the meeting was sent out by the company on 1 October 2009. At the meeting a resolution was passed to appoint Abu, who is 73 years old, as a director of the co
17、mpany. This resolution was passed by an 80% majority. Required: Advise Ahmad, a member of Nalab Bhd, who seeks your advice on the following: （分数：9.99）(1).(a) whether the validity of the AGM can be challenged on the ground that it was not held in Kuala Lumpur; (3 marks) （分数：3.33）_(2).(b) whether the
18、validity of the AGM can be challenged on the ground that the duration of notice given to members was insuffi cient; and (3 marks) （分数：3.33）_(3).(c) whether the resolution to appoint Abu as a director could be challenged on any ground, presuming that the AGM had been validly convened. (4 marks)（分数：3.
19、33）_ACCA 考试 F4 公司法与商法（Malaysia）真题 2009 年 12 月答案解析(总分：99.99，做题时间：180 分钟)一、ALL TEN questions ar(总题数：1，分数：0.00)In relation to the Malaysian legal system: （分数：10.00）(1).(a) explain and distinguish legislation from delegated legislation; and (4 marks) （分数：5.00）_正确答案：( )解析：(2).(b) explain TWO advantages a
20、nd TWO disadvantages of delegated legislation. (6 marks)（分数：5.00）_正确答案：( )解析：In the context of employment law: （分数：10.00）(1).(a) explain and distinguish between a contract of service and a contract for services; and (4 marks) （分数：5.00）_正确答案：( )解析：(2).(b) explain the tests that have been developed by
21、 the courts to determine whether a contract of service has come into existence. (6 marks)（分数：5.00）_正确答案：( )解析：In relation to contract law: （分数：10.00）(1).(a) explain who is a minor; and (2 marks) （分数：5.00）_正确答案：( )解析：(2).(b) explain any FOUR exceptions to the general rule that contracts entered into
22、by minors are void. (8 marks)（分数：5.00）_正确答案：( )解析：In relation to partnership law: （分数：10.00）(1).(a) discuss the liability of a retiring partner for the debts of the partnership incurred both before, and after, his retirement from the partnership; and (4 marks) （分数：5.00）_正确答案：( )解析：(2).(b) explain th
23、e steps that a retiring partner may take to protect himself from liability for future debts of the partnership. (6 marks)（分数：5.00）_正确答案：( )解析：1.With reference to the Companies Act 1965, explain how the common law position relating to the ultra vires doctrine has been modifi ed in Malaysia. (10 marks
24、)（分数：10.00）_正确答案：( )解析：In the context of company law, explain: （分数：10.00）(1).(a) the prohibition on the giving of fi nancial assistance by companies for the purchase of their own shares; and (5 marks) （分数：5.00）_正确答案：( )解析：(2).(b) the exceptions to the said prohibition. (5 marks)（分数：5.00）_正确答案：( )解析：
25、In relation to company law state: （分数：10.00）(1).(a) the requirements which have to be fulfi lled for a person to qualify to be appointed as a company secretary. (5 marks) （分数：5.00）_正确答案：( )解析：(2).(b) (i) who is an approved company auditor under the Companies Act 1965; and (2 marks) (ii) the persons
26、who are empowered under the Companies Act 1965 to appoint the auditors of a company. (3 marks)（分数：5.00）_正确答案：( )解析：ABC Bhd published its annual report for 2008 in April 2009. The report included the audited accounts for the year ended 31 December 2008, which indicated that the company had made subst
27、antial profi ts for 2008 and that the company was fi nancially sound. The auditors report which accompanied the accounts stated that the auditors were of the opinion that the company had observed accounting standards and that the auditors were satisfi ed that the accounts represented a true and fair
28、 view of the fi nancial position of the company as a whole. Relying on this report, Ali, a member of the public, purchased 100,000 shares of ABC Bhd, on the Stock Exchange. It has now been discovered that ABC Bhd was in fact insolvent at the time of the audit. This has resulted in the shares of the
29、company becoming almost worthless. Ali considers that the auditors had not carried out their audit properly. He wishes to sue the auditors in the tort of negligence. Required: Advise Ali: （分数：10.00）(1).(a) on the matters he should prove in order to found an action in the tort of negligence, and (6 m
30、arks) （分数：5.00）_正确答案：( )解析：(2).(b) whether he is likely to be successful in his claim against the auditors of ABC Bhd. (4 marks)（分数：5.00）_正确答案：( )解析：2.Jack and Jill are the directors of J-J Sdn Bhd, a company which specialises in the manufacture and sale of perfumes and aromatic oils. The company is
31、 quite profi table and its products are in much demand. Recently, Snowyte, a member of the company, discovered the following: (a) Jack has set up a business in partnership with his brother, Tom. Their fi rm, J T Brothers, also deals in the manufacture and sale of perfumes and aromatic oils. Jack has
32、 been able to bring in substantial business to the fi rm. J-J Sdn Bhd has lost some of its business due to the competition from J T Brothers. (5 marks) (b) Last month, Jack and Jill bought a piece of land for J-J Sdn Bhd from Jenny, for RM 300,000. Snowyte complains that the members of the company w
33、ere not notifi ed of the purchase. She has also learnt that Jenny is Jills sister-in-law. (5 marks) Snowyte wishes to know whether Jack and Jill have breached any of the provisions of the Companies Act 1965 in the above-mentioned situations and the consequences if such breach has in fact occurred. R
34、equired: Advise Snowyte. (Note: the mark allocation is shown against each situation) (10 marks)（分数：10.00）_正确答案：( )解析：Nalab Bhd, whose registered offi ce is in Kuala Lumpur, held its latest annual general meeting (AGM) on 15 October 2009. The meeting was held at the Discount Hotel in Johore Bahru. Th
35、e notice calling for the meeting was sent out by the company on 1 October 2009. At the meeting a resolution was passed to appoint Abu, who is 73 years old, as a director of the company. This resolution was passed by an 80% majority. Required: Advise Ahmad, a member of Nalab Bhd, who seeks your advic
36、e on the following: （分数：9.99）(1).(a) whether the validity of the AGM can be challenged on the ground that it was not held in Kuala Lumpur; (3 marks) （分数：3.33）_正确答案：( )解析：(2).(b) whether the validity of the AGM can be challenged on the ground that the duration of notice given to members was insuffi cient; and (3 marks) （分数：3.33）_正确答案：( )解析：(3).(c) whether the resolution to appoint Abu as a director could be challenged on any ground, presuming that the AGM had been validly convened. (4 marks)（分数：3.33）_正确答案：( )解析：
