1、ACCA考试 F4公司法与商法（Malaysia）真题 2011年 12月及答案解析(总分：99.98，做题时间：180 分钟)一、ALL TEN questions ar(总题数：10，分数：100.00)In relation to the Malaysian legal system: （分数：9.99）(1).(a) define human rights; (2 marks) （分数：3.33）_(2).(b) state TWO functions of the Human Rights Commission under the Human Rights Commission of
2、 Malaysia Act 1999; and (2 marks) （分数：3.33）_(3).(c) explain THREE provisions relating to human rights as found in the Federal Constitution. (6 marks)（分数：3.33）_In relation to contract law explain and distinguish between: （分数：10.00）(1).(a) a proposal (offer) and an invitation to treat; and (5 marks) （
3、分数：5.00）_(2).(b) an acceptance and a counter-proposal (counter-offer). (5 marks)（分数：5.00）_In relation to 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) discuss the tests applied by the courts to det
4、ermine the existence of a contract of service. (6 marks)（分数：5.00）_In relation to insolvency and the Companies Act 1965: （分数：10.00）(1).(a) list any FOUR persons who may petition for the winding up of a company by the court. (4 marks) （分数：5.00）_(2).(b) explain when a company may be deemed unable to pa
5、y its debts. (6 marks)（分数：5.00）_In relation to company law: （分数：10.00）(1).(a) explain what is meant by the veil of incorporation; and (2 marks) （分数：5.00）_(2).(b) discuss any FOUR situations in which the veil of incorporation may be disregarded. (8 marks)（分数：5.00）_1.In relation to the law of partners
6、hip, discuss the liability of a retired partner for the debts of the partnership incurred both before, and after, his retirement. (10 marks)（分数：10.00）_The Malaysian Code on Corporate Governance recommends certain matters with respect to best practices in corporate governance. One of them is the esta
7、blishment of an audit committee. In this context: （分数：10.00）(1).(a) state how the audit committee should be composed, as recommended under the Code; and (4 marks) （分数：5.00）_(2).(b) explain any FOUR duties of the audit committee, as recommended under the Code. (6 marks)（分数：5.00）_(1).(a) FGH Sdn Bhd i
8、s a prosperous manufacturing company. It is keen to purchase a piece of land in Ipoh for its new factory. Sapu, one of its directors, owns a piece of land in Ipoh, which is ideally suited for the companys new factory. Sapu has offered to sell the land to FGH Sdn Bhd at its market price of RM25 milli
9、on. The board of directors of FGH Sdn Bhd wishes to purchase the land but Jaga, its company secretary, has warned the board that the purchase of Sapus land would contravene the Companies Act 1965. The board seeks your advice regarding this matter. Required: Advise the board of FGH Sdn Bhd whether th
10、e proposed purchase of Sapus land would contravene the Companies Act 1965. (5 marks)（分数：5.00）_(2).(b) Jane is an executive director of KLM Bhd, a prosperous printing company. Last week, Jane was diagnosed with a serious disease which needs surgery and a long stay in hospital. She has applied to KLM
11、Bhd for a loan of RM100,000 from the company for her medical expenses. KLM Bhd informs you that it would like to help Jane but is unsure as to the legal position. Required: Advise KLM Bhd whether it is permitted under the Companies Act 1965 to make such a loan to Jane. (5 marks)（分数：5.00）_A general m
12、eeting of ABC Bhd, whose sole object was the manufacture of plywood, was held last week. Three special resolutions were passed at the meeting.（分数：9.99）(1).(a) The first resolution was to alter the objects clause in the memorandum of ABC Bhd to add an additional object, namely, the manufacture of ste
13、el cabinets. Dol and his wife, Sah, are members of ABC Bhd and together they hold 9% of the companys issued share capital. They are extremely unhappy about the resolution and seek your advice as to whether they may apply to the court to cancel the alteration. Required: Advise Dol and Sah. (4 marks)（
14、分数：3.33）_(2).(b) The second resolution was to alter the companys articles to empower the directors to compulsorily purchase the shares of any member who runs a business which is in competition with the business of the company. Mat, a member of ABC Bhd, runs a business which competes with the busines
15、s of the company. He seeks your advice on the validity of the said resolution. Required: Advise Mat. (3 marks)（分数：3.33）_(3).(c) The third resolution was to alter the name of the company from ABC Bhd to ZZZ Bhd. Manis, a member of ABC Bhd, has informed the company that she intends to take legal actio
16、n to challenge the validity of the resolution. She has pointed out that the memorandum of the company contains a clause that the name of the company is unalterable. Required: Advise Manis whether she is likely to be successful if she challenges the validity of the resolution. (3 marks)（分数：3.33）_Umar
17、 entered into the following two separate contracts with Ramu: (i) a contract to purchase Ramus two-acre plot of land at Cameron Highlands for RM3 million, which reflects its fair market price; and (ii) a contract to sell to Ramu, his (Umars) motorcar, a Toyota Corolla, for RM50,000. The market price
18、 of the car is RM55,000. Subsequently Ramu, without giving any reason, informed Umar that he did not want to sell the land to Umar. Umar then told Ramu, In that case I refuse to sell you my car. I will also sue you for breach of contract. Ramu replied that he too would sue Umar for breach of contrac
19、t if Umar did not sell the motorcar to him as agreed. Required: Advise Umar regarding,（分数：10.00）(1).(a) the most appropriate remedy for him against Ramu for breach of contract in relation to Ramus land; and (5 marks) （分数：5.00）_(2).(b) the most likely remedy which the court may order against him (Uma
20、r) in favour of Ramu for breach of contract in relation to the sale of the motorcar. (5 marks)（分数：5.00）_ACCA考试 F4公司法与商法（Malaysia）真题 2011年 12月答案解析(总分：99.98，做题时间：180 分钟)一、ALL TEN questions ar(总题数：10，分数：100.00)In relation to the Malaysian legal system: （分数：9.99）(1).(a) define human rights; (2 marks) （分
21、数：3.33）_正确答案：( )解析：(2).(b) state TWO functions of the Human Rights Commission under the Human Rights Commission of Malaysia Act 1999; and (2 marks) （分数：3.33）_正确答案：( )解析：(3).(c) explain THREE provisions relating to human rights as found in the Federal Constitution. (6 marks)（分数：3.33）_正确答案：( )解析：In re
22、lation to contract law explain and distinguish between: （分数：10.00）(1).(a) a proposal (offer) and an invitation to treat; and (5 marks) （分数：5.00）_正确答案：( )解析：(2).(b) an acceptance and a counter-proposal (counter-offer). (5 marks)（分数：5.00）_正确答案：( )解析：In relation to employment law: （分数：10.00）(1).(a) exp
23、lain 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) discuss the tests applied by the courts to determine the existence of a contract of service. (6 marks)（分数：5.00）_正确答案：( )解析：In relation to insolvency and the Companies Act 1965:
24、（分数：10.00）(1).(a) list any FOUR persons who may petition for the winding up of a company by the court. (4 marks) （分数：5.00）_正确答案：( )解析：(2).(b) explain when a company may be deemed unable to pay its debts. (6 marks)（分数：5.00）_正确答案：( )解析：In relation to company law: （分数：10.00）(1).(a) explain what is mean
25、t by the veil of incorporation; and (2 marks) （分数：5.00）_正确答案：( )解析：(2).(b) discuss any FOUR situations in which the veil of incorporation may be disregarded. (8 marks)（分数：5.00）_正确答案：( )解析：1.In relation to the law of partnership, discuss the liability of a retired partner for the debts of the partner
26、ship incurred both before, and after, his retirement. (10 marks)（分数：10.00）_正确答案：( )解析：The Malaysian Code on Corporate Governance recommends certain matters with respect to best practices in corporate governance. One of them is the establishment of an audit committee. In this context: （分数：10.00）(1).(
27、a) state how the audit committee should be composed, as recommended under the Code; and (4 marks) （分数：5.00）_正确答案：( )解析：(2).(b) explain any FOUR duties of the audit committee, as recommended under the Code. (6 marks)（分数：5.00）_正确答案：( )解析：(1).(a) FGH Sdn Bhd is a prosperous manufacturing company. It is
28、 keen to purchase a piece of land in Ipoh for its new factory. Sapu, one of its directors, owns a piece of land in Ipoh, which is ideally suited for the companys new factory. Sapu has offered to sell the land to FGH Sdn Bhd at its market price of RM25 million. The board of directors of FGH Sdn Bhd w
29、ishes to purchase the land but Jaga, its company secretary, has warned the board that the purchase of Sapus land would contravene the Companies Act 1965. The board seeks your advice regarding this matter. Required: Advise the board of FGH Sdn Bhd whether the proposed purchase of Sapus land would con
30、travene the Companies Act 1965. (5 marks)（分数：5.00）_正确答案：( )解析：(2).(b) Jane is an executive director of KLM Bhd, a prosperous printing company. Last week, Jane was diagnosed with a serious disease which needs surgery and a long stay in hospital. She has applied to KLM Bhd for a loan of RM100,000 from
31、 the company for her medical expenses. KLM Bhd informs you that it would like to help Jane but is unsure as to the legal position. Required: Advise KLM Bhd whether it is permitted under the Companies Act 1965 to make such a loan to Jane. (5 marks)（分数：5.00）_正确答案：( )解析：A general meeting of ABC Bhd, wh
32、ose sole object was the manufacture of plywood, was held last week. Three special resolutions were passed at the meeting.（分数：9.99）(1).(a) The first resolution was to alter the objects clause in the memorandum of ABC Bhd to add an additional object, namely, the manufacture of steel cabinets. Dol and
33、his wife, Sah, are members of ABC Bhd and together they hold 9% of the companys issued share capital. They are extremely unhappy about the resolution and seek your advice as to whether they may apply to the court to cancel the alteration. Required: Advise Dol and Sah. (4 marks)（分数：3.33）_正确答案：( )解析：(
34、2).(b) The second resolution was to alter the companys articles to empower the directors to compulsorily purchase the shares of any member who runs a business which is in competition with the business of the company. Mat, a member of ABC Bhd, runs a business which competes with the business of the c
35、ompany. He seeks your advice on the validity of the said resolution. Required: Advise Mat. (3 marks)（分数：3.33）_正确答案：( )解析：(3).(c) The third resolution was to alter the name of the company from ABC Bhd to ZZZ Bhd. Manis, a member of ABC Bhd, has informed the company that she intends to take legal acti
36、on to challenge the validity of the resolution. She has pointed out that the memorandum of the company contains a clause that the name of the company is unalterable. Required: Advise Manis whether she is likely to be successful if she challenges the validity of the resolution. (3 marks)（分数：3.33）_正确答
37、案：( )解析：Umar entered into the following two separate contracts with Ramu: (i) a contract to purchase Ramus two-acre plot of land at Cameron Highlands for RM3 million, which reflects its fair market price; and (ii) a contract to sell to Ramu, his (Umars) motorcar, a Toyota Corolla, for RM50,000. The
38、market price of the car is RM55,000. Subsequently Ramu, without giving any reason, informed Umar that he did not want to sell the land to Umar. Umar then told Ramu, In that case I refuse to sell you my car. I will also sue you for breach of contract. Ramu replied that he too would sue Umar for breach of contra
