ACCA考试F4公司法与商法（Malaysia）真题2009年6月及答案解析.doc

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1、ACCA 考试 F4 公司法与商法（Malaysia）真题 2009 年 6 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 Malaysian legal system: （分数：10.00）(1).(a) Define the concept of human rights with reference to the Human Rights Commission of Malaysia Act 1999; and (2 marks) （分数：5.00）_(2).(b)

2、 Explain any FOUR provisions which protect human rights as enshrined in the Federal Constitution. (8 marks)（分数：5.00）_In relation to employment law, explain: （分数：10.00）(1).(a) The ways in which a contract of service may be terminated under the Employment Act 1955; and (5 marks) （分数：5.00）_(2).(b) What

3、 constitutes due enquiry for the purpose of dismissing an employee for misconduct. (5 marks)（分数：5.00）_1.State and explain the essential elements of a valid contract. (10 marks)（分数：10.00）_In relation to insolvency law and the Companies Act 1965: （分数：10.00）(1).(a) State any THREE persons who may prese

4、nt a petition for the winding up of a company by the court. (3 marks) （分数：5.00）_(2).(b) (i) Explain and distinguish a scheme of arrangement from a reconstruction of a company; (3 marks) (ii) State any TWO matters that the court can provide for, in an order for facilitating a reconstruction or amalga

5、mation of companies. (4 marks)（分数：5.00）_In the context of the law of agency: （分数：10.00）(1).(a) Explain how an agency by ratification may arise; and (2 marks) （分数：5.00）_(2).(b) State the requirements that have to be fulfilled in order for an agency by ratification to arise. (8 marks)（分数：5.00）_In rela

6、tion to the Companies Act 1965: （分数：10.00）(1).(a) Define a preference share and state any THREE rights that may be attached to preference shares. (5 marks) （分数：5.00）_(2).(b) Explain the procedure for the variation of class rights as provided for under Table A of the Fourth Schedule as well as the pr

7、otection afforded to a shareholder who had objected to such a variation. (5 marks)（分数：5.00）_2.In the context of company law and the duties of directors, explain the concept of the business judgment rule and the provisions of the Companies Act 1965 (as amended by the Companies (Amendment) Act 2007) w

8、hich encompass that rule. (10 marks)（分数：10.00）_(1).(a) Two months ago, Chitto, who owned a durian orchard, agreed to sell it to Mikko for RM300,000. The transfer of the orchard was to be completed by the end of next month. Last week, Chitto, discovered that other orchard lands in the vicinity of his

9、 orchard were fetching much higher prices and changed his mind about selling the orchard to Mikko. He proceeded to set up a company, Teepu Sdn Bhd (the company), of which he was the majority shareholder and managing director. His wife, who is also a director, is the only other shareholder of the com

10、pany. He then transferred the orchard to the company. He then informed Mikko that he will not be able to proceed with the sale of the property to her as it has been sold to a third party, i.e. the company, but that he is prepared to pay damages for breach of contract. Mikko wishes to sue both Chitto

11、 and Teepu Sdn Bhd for specific performance of the contract of sale of the orchard. Required: Advise Mikko whether she will be successful in her claim for specific performance. (You are required to confine your answer to issues relating to company law.) (4 marks)（分数：5.00）_(2).Downhill Sdn Bhd (the c

12、ompany) has gone into insolvent liquidation. Its liabilities far exceed its assets. You are required to advise the liquidator in respect of each of the situations below: (i) The company had been formed in 2005 with three members, Abu, Baloo and Chong. Nazeem was appointed as the manager of the compa

13、ny. In January 2006 Baloo transferred his shares to Abu and left the company. In January 2008 Chongs shares were registered in Abus name when he surrendered his shares and migrated to Canada. Since then the company had continued to operate with Abu as the sole member under the management of Nazeem e

14、ven though the company incurred heavy debts. Required: Advise the liquidator whether Abu could be held personally liable for all or any part of the debts of the company. (3 marks) (ii) In September 2008, Nazeem issued a cheque on behalf of the company in favour of Samy, a supplier of goods, as payme

15、nt for goods sold to the company. Unfortunately, the name of the company was not correctly stated on the cheque and the bank has refused to honour it. Required: Advise the liquidator whether Nazeem could be made personally liable for the amount owed to Samy. (3 marks)（分数：5.00）_3.Serena is a non-exec

16、utive director of two companies, Lotsamunny Bhd, a large public company and Minibiz Sdn Bhd, a small private company which has only five shareholders. Serena urgently requires a loan of RM150,000, partly for meeting medical expenses of her mother, who requires an urgent operation, and partly to fina

17、nce the purchase of a car for her husband. Serena is contemplating obtaining a loan from either of the two companies. Required: Advise Serena as to the legality of such a loan under the Companies Act, 1965 and whether your answer would differ if Minibiz Sdn Bhd is an exempt private company. (10 mark

18、s)（分数：10.00）_(1).(a) Sally, who owns a beauty parlour, entered into a contract with Kosmetrix Sdn Bhd, a manufacturer of cosmetics, for the purchase of 200 boxes of high quality, super smooth skin lotion. When the product was delivered Sally found the lotion to be of very poor quality and unsuitable

19、 for skin care. She wishes to sue Kosmetrix Sdn Bhd for breach of contract. However, Kosmetrix Sdn Bhd denies liability relying on a clause in the contract which states, Kosmetrix Sdn Bhd does not give any warranty, express or implied, as to the quality of the product contracted for. Required: Advis

20、e Sally whether she may be successful if she sues Kosmetrix Sdn Bhd for breach of contract. (5 marks)（分数：5.00）_(2).In October 2008 Miss Kin borrowed RM3,000 from Kah Yah. Miss Kin promised to repay the loan within three months. However, she was unable to repay the full amount. After some negotiation

21、 in February of this year, Kah Yah agreed to accept RM1,000 from Miss Kin in full settlement of the debt. Miss Kin promptly paid the amount of RM1,000 to Kah Yah. However, much to her surprise, Miss Kin has just received a letter from Kah Yah demanding the balance of the loan, amounting to RM2,000.

22、Required: Advise Miss Kin on the validity of Kah Yahs claim for the balance of RM2,000. (5 marks)（分数：5.00）_ACCA 考试 F4 公司法与商法（Malaysia）真题 2009 年 6 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 Malaysian legal system: （分数：10.00）(1).(a) Define the concept of human

23、rights with reference to the Human Rights Commission of Malaysia Act 1999; and (2 marks) （分数：5.00）_正确答案：( )解析：(2).(b) Explain any FOUR provisions which protect human rights as enshrined in the Federal Constitution. (8 marks)（分数：5.00）_正确答案：( )解析：In relation to employment law, explain: （分数：10.00）(1).(

24、a) The ways in which a contract of service may be terminated under the Employment Act 1955; and (5 marks) （分数：5.00）_正确答案：( )解析：(2).(b) What constitutes due enquiry for the purpose of dismissing an employee for misconduct. (5 marks)（分数：5.00）_正确答案：( )解析：1.State and explain the essential elements of a

25、valid contract. (10 marks)（分数：10.00）_正确答案：( )解析：In relation to insolvency law and the Companies Act 1965: （分数：10.00）(1).(a) State any THREE persons who may present a petition for the winding up of a company by the court. (3 marks) （分数：5.00）_正确答案：( )解析：(2).(b) (i) Explain and distinguish a scheme of

26、arrangement from a reconstruction of a company; (3 marks) (ii) State any TWO matters that the court can provide for, in an order for facilitating a reconstruction or amalgamation of companies. (4 marks)（分数：5.00）_正确答案：( )解析：In the context of the law of agency: （分数：10.00）(1).(a) Explain how an agency

27、by ratification may arise; and (2 marks) （分数：5.00）_正确答案：( )解析：(2).(b) State the requirements that have to be fulfilled in order for an agency by ratification to arise. (8 marks)（分数：5.00）_正确答案：( )解析：In relation to the Companies Act 1965: （分数：10.00）(1).(a) Define a preference share and state any THREE

28、 rights that may be attached to preference shares. (5 marks) （分数：5.00）_正确答案：( )解析：(2).(b) Explain the procedure for the variation of class rights as provided for under Table A of the Fourth Schedule as well as the protection afforded to a shareholder who had objected to such a variation. (5 marks)（分

29、数：5.00）_正确答案：( )解析：2.In the context of company law and the duties of directors, explain the concept of the business judgment rule and the provisions of the Companies Act 1965 (as amended by the Companies (Amendment) Act 2007) which encompass that rule. (10 marks)（分数：10.00）_正确答案：( )解析：(1).(a) Two mon

30、ths ago, Chitto, who owned a durian orchard, agreed to sell it to Mikko for RM300,000. The transfer of the orchard was to be completed by the end of next month. Last week, Chitto, discovered that other orchard lands in the vicinity of his orchard were fetching much higher prices and changed his mind

31、 about selling the orchard to Mikko. He proceeded to set up a company, Teepu Sdn Bhd (the company), of which he was the majority shareholder and managing director. His wife, who is also a director, is the only other shareholder of the company. He then transferred the orchard to the company. He then

32、informed Mikko that he will not be able to proceed with the sale of the property to her as it has been sold to a third party, i.e. the company, but that he is prepared to pay damages for breach of contract. Mikko wishes to sue both Chitto and Teepu Sdn Bhd for specific performance of the contract of

33、 sale of the orchard. Required: Advise Mikko whether she will be successful in her claim for specific performance. (You are required to confine your answer to issues relating to company law.) (4 marks)（分数：5.00）_正确答案：( )解析：(2).Downhill Sdn Bhd (the company) has gone into insolvent liquidation. Its li

34、abilities far exceed its assets. You are required to advise the liquidator in respect of each of the situations below: (i) The company had been formed in 2005 with three members, Abu, Baloo and Chong. Nazeem was appointed as the manager of the company. In January 2006 Baloo transferred his shares to

35、 Abu and left the company. In January 2008 Chongs shares were registered in Abus name when he surrendered his shares and migrated to Canada. Since then the company had continued to operate with Abu as the sole member under the management of Nazeem even though the company incurred heavy debts. Requir

36、ed: Advise the liquidator whether Abu could be held personally liable for all or any part of the debts of the company. (3 marks) (ii) In September 2008, Nazeem issued a cheque on behalf of the company in favour of Samy, a supplier of goods, as payment for goods sold to the company. Unfortunately, th

37、e name of the company was not correctly stated on the cheque and the bank has refused to honour it. Required: Advise the liquidator whether Nazeem could be made personally liable for the amount owed to Samy. (3 marks)（分数：5.00）_正确答案：( )解析：3.Serena is a non-executive director of two companies, Lotsamu

38、nny Bhd, a large public company and Minibiz Sdn Bhd, a small private company which has only five shareholders. Serena urgently requires a loan of RM150,000, partly for meeting medical expenses of her mother, who requires an urgent operation, and partly to finance the purchase of a car for her husban

39、d. Serena is contemplating obtaining a loan from either of the two companies. Required: Advise Serena as to the legality of such a loan under the Companies Act, 1965 and whether your answer would differ if Minibiz Sdn Bhd is an exempt private company. (10 marks)（分数：10.00）_正确答案：( )解析：(1).(a) Sally, w

40、ho owns a beauty parlour, entered into a contract with Kosmetrix Sdn Bhd, a manufacturer of cosmetics, for the purchase of 200 boxes of high quality, super smooth skin lotion. When the product was delivered Sally found the lotion to be of very poor quality and unsuitable for skin care. She wishes to sue Kosmetrix Sdn Bhd for breach of contract. However, Kosmetrix Sdn Bhd denies liability relying on a clause in the contract which