1、ACCA 考试 F4 公司法与商法（Zimbabwe）真题 2009 年 12 月及答案解析(总分：100.00，做题时间：180 分钟)一、ALL TEN questions ar(总题数：1，分数：0.00)In relation to the Zimbabwe legal system, explain the role and duties of the following officers of the court in the administration of justice: （分数：10.00）(1).(a) Judges; (4 marks) （分数：2.50）_(2).(
2、b) Magistrates; (2 marks) （分数：2.50）_(3).(c) Prosecutors; (2 marks) （分数：2.50）_(4).(d) Assessors. (2 marks)（分数：2.50）_1.In relation to the law of contract, explain exemption clauses and how they are regulated by the courts. (10 marks)（分数：10.00）_In relation to the law of delict, （分数：10.00）(1).(a) Explai
3、n the delict of passing off. (5 marks) （分数：5.00）_(2).(b) Discuss the concept of duty of care and its breach. (5 marks)（分数：5.00）_In relation to partnership law, （分数：10.00）(1).(a) Explain how partnerships are established. (5 marks) （分数：5.00）_(2).(b) Explain the authority of partners in relation to par
4、tnership activities. (5 marks)（分数：5.00）_2.In relation to the law of agency, explain how a contract of agency is terminated. (10 marks)（分数：10.00）_3.In relation to company law, explain the major principles and rules that are meant to assist in the preservation of the share capital structure of a compa
5、ny. (10 marks)（分数：10.00）_4.In relation to company law, explain the duties that directors owe to their companies. (10 marks)（分数：10.00）_5.Ngoni, an engineering graduate, has invented a highly secret and efficient process for borehole and water drilling. The device was superior but less expensive than
6、similar devices on the market. He secured contracts with several large companies to market his device and went to great expense to retool his operations for production at the same time. Ngoni ordered from a manufacturer, Mhizha Enterprises, a consignment of plastic component parts which were needed
7、in the manufacturing of said equipment for borehole and water drilling. Mhizha Enterprises received instructions to produce the parts by a specific date. The manufacturer failed to deliver the parts on time as he had discovered that he did not have the capacity to do so in the agreed time. Ngoni had
8、 no other alternative sources of supply and therefore lost several lucrative contracts he had arranged. The contracts are worth US$50,000. Required: In relation to the law of contract, advise whether Ngoni can sue Mhizha Enterprises for breach of contract, and whether the claim can include the loss
9、of sales as damages. (10 marks)（分数：10.00）_6.Maria was employed by a company called Fungai Holdings (Pvt) Ltd for ten years as a marketing manager. In January 2008, her immediate boss the general manager deliberately refused to allocate her resources to use in her department. In February 2008, the ge
10、neral manager instructed the human resources manager to reallocate Marias office and vehicle to another employee. Between February 2008 and November 2008, she had no office and no vehicle and could not do any work. In December 2008, she was then dismissed for failure to perform her duties diligently
11、. Maria feels a sense of grievance and decides to come to you for advice. Required: In relation to employment law, discuss the remedies available to Maria. (10 marks)（分数：10.00）_(1).(a) You are the secretary of Diamondtec (Pvt) Ltd, a small manufacturing company which specialises in the manufacturing
12、 and installation of mining equipment. There are only two shareholders, Kundai and Greta, who are also the only directors. They concern themselves primarily with the manufacturing and sales aspect of the business and rely on you for guidance on accountancy and finance. The company has had three succ
13、essive adverse trading years and one of the creditors, Tamai, who is owed US$2,000,000 has reached the conclusion that the companys losses are caused by the mismanagement of the two directors. Last week he presented a creditors petition to the High Court for a winding up order because the company is
14、 unable to pay its debts. Required: Advise what alternative action the court may take in the circumstances in order to save the company from winding up. (6 marks)（分数：5.00）_(2).(b) Assuming that the shareholders of Diamondtec (Pvt) Ltd decide to preempt proceedings by the creditors of the company by
15、opting for the voluntary liquidation of the company, in relation to company law, explain the following: (i) The circumstances in which the company may be wound up voluntarily. (2 marks) (ii) The effect of voluntary winding up on the business and status of the company. (2 marks)（分数：5.00）_ACCA 考试 F4 公
16、司法与商法（Zimbabwe）真题 2009 年 12 月答案解析(总分：100.00，做题时间：180 分钟)一、ALL TEN questions ar(总题数：1，分数：0.00)In relation to the Zimbabwe legal system, explain the role and duties of the following officers of the court in the administration of justice: （分数：10.00）(1).(a) Judges; (4 marks) （分数：2.50）_正确答案：( )解析：(2).(b)
17、 Magistrates; (2 marks) （分数：2.50）_正确答案：( )解析：(3).(c) Prosecutors; (2 marks) （分数：2.50）_正确答案：( )解析：(4).(d) Assessors. (2 marks)（分数：2.50）_正确答案：( )解析：1.In relation to the law of contract, explain exemption clauses and how they are regulated by the courts. (10 marks)（分数：10.00）_正确答案：( )解析：In relation to t
18、he law of delict, （分数：10.00）(1).(a) Explain the delict of passing off. (5 marks) （分数：5.00）_正确答案：( )解析：(2).(b) Discuss the concept of duty of care and its breach. (5 marks)（分数：5.00）_正确答案：( )解析：In relation to partnership law, （分数：10.00）(1).(a) Explain how partnerships are established. (5 marks) （分数：5.
19、00）_正确答案：( )解析：(2).(b) Explain the authority of partners in relation to partnership activities. (5 marks)（分数：5.00）_正确答案：( )解析：2.In relation to the law of agency, explain how a contract of agency is terminated. (10 marks)（分数：10.00）_正确答案：( )解析：3.In relation to company law, explain the major principles
20、 and rules that are meant to assist in the preservation of the share capital structure of a company. (10 marks)（分数：10.00）_正确答案：( )解析：4.In relation to company law, explain the duties that directors owe to their companies. (10 marks)（分数：10.00）_正确答案：( )解析：5.Ngoni, an engineering graduate, has invented
21、a highly secret and efficient process for borehole and water drilling. The device was superior but less expensive than similar devices on the market. He secured contracts with several large companies to market his device and went to great expense to retool his operations for production at the same t
22、ime. Ngoni ordered from a manufacturer, Mhizha Enterprises, a consignment of plastic component parts which were needed in the manufacturing of said equipment for borehole and water drilling. Mhizha Enterprises received instructions to produce the parts by a specific date. The manufacturer failed to
23、deliver the parts on time as he had discovered that he did not have the capacity to do so in the agreed time. Ngoni had no other alternative sources of supply and therefore lost several lucrative contracts he had arranged. The contracts are worth US$50,000. Required: In relation to the law of contra
24、ct, advise whether Ngoni can sue Mhizha Enterprises for breach of contract, and whether the claim can include the loss of sales as damages. (10 marks)（分数：10.00）_正确答案：( )解析：6.Maria was employed by a company called Fungai Holdings (Pvt) Ltd for ten years as a marketing manager. In January 2008, her im
25、mediate boss the general manager deliberately refused to allocate her resources to use in her department. In February 2008, the general manager instructed the human resources manager to reallocate Marias office and vehicle to another employee. Between February 2008 and November 2008, she had no offi
26、ce and no vehicle and could not do any work. In December 2008, she was then dismissed for failure to perform her duties diligently. Maria feels a sense of grievance and decides to come to you for advice. Required: In relation to employment law, discuss the remedies available to Maria. (10 marks)（分数：
27、10.00）_正确答案：( )解析：(1).(a) You are the secretary of Diamondtec (Pvt) Ltd, a small manufacturing company which specialises in the manufacturing and installation of mining equipment. There are only two shareholders, Kundai and Greta, who are also the only directors. They concern themselves primarily wi
28、th the manufacturing and sales aspect of the business and rely on you for guidance on accountancy and finance. The company has had three successive adverse trading years and one of the creditors, Tamai, who is owed US$2,000,000 has reached the conclusion that the companys losses are caused by the mi
29、smanagement of the two directors. Last week he presented a creditors petition to the High Court for a winding up order because the company is unable to pay its debts. Required: Advise what alternative action the court may take in the circumstances in order to save the company from winding up. (6 mar
30、ks)（分数：5.00）_正确答案：( )解析：(2).(b) Assuming that the shareholders of Diamondtec (Pvt) Ltd decide to preempt proceedings by the creditors of the company by opting for the voluntary liquidation of the company, in relation to company law, explain the following: (i) The circumstances in which the company may be wound up voluntarily. (2 marks) (ii) The effect of voluntary winding up on the business and status of the company. (2 marks)（分数：5.00）_正确答案：( )解析：
