ACCA考试F4公司法与商法（Pakistan）真题2011年12月及答案解析.doc

1、ACCA 考试 F4 公司法与商法（Pakistan）真题 2011 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：10，分数：100.00)1.Under the Constitution of Pakistan, 1973, explain the process of legislation through Ordinances. (10 marks)（分数：10.00）_Under the Companies Ordinance, 1984 and the Code of Corporate Governance

2、 （分数：10.00）(1).(a) state the qualifications for appointment as a company secretary of a listed company; and (5 marks) （分数：5.00）_(2).(b) describe the duties and powers of a company secretary. (5 marks)（分数：5.00）_Under the Contract Act, 1872, define and state the consequences of: （分数：9.99）(1).(a) free

3、 consent; (4 marks) （分数：3.33）_(2).(b) coercion; (3 marks) （分数：3.33）_(3).(c) undue influence. (3 marks)（分数：3.33）_Under the Companies Ordinance, 1984: （分数：10.00）(1).(a) state the circumstances in which a company may be compulsorily wound up by the court; (5 marks) （分数：5.00）_(2).(b) identify the person

4、s or entities who may apply to the court for compulsory winding up of a company. (5 marks)（分数：5.00）_In relation to the law of torts, describe the following defences: （分数：10.00）(1).(a) contributory negligence; and (5 marks) （分数：5.00）_(2).(b) volenti non fit injuria. (5 marks)（分数：5.00）_Under the Compa

5、nies Ordinance, 1984 and the relevant rules and regulations: （分数：10.00）(1).(a) explain the meaning of a Non-Banking Finance Company (NBFC); (5 marks) （分数：5.00）_(2).(b) identify the money-laundering prevention requirements for NBFCs. (5 marks)（分数：5.00）_In relation to the principal labour legislation

6、in Pakistan, describe the object of: （分数：10.00）(1).(a) the Workmens Compensation Act, 1923; (5 marks) （分数：5.00）_(2).(b) the Payment of Wages Act, 1936. (5 marks)（分数：5.00）_2.In April 2011, Arif was appointed as the chief executive of Nice Sugar Mills Limited (NSML), a public unlisted company, by the

7、board of directors of NSML (Board). Clause 3 of his contract with NSML (Contract) provides as follows: The appointment shall be for a fixed term of three years starting from April 2011 and shall not be terminated before expiry of the aforementioned three years. In October 2011, some members of the B

8、oard discovered evidence that Arif had been withdrawing large sums of money from NSMLs bank account and using it for financing his sons new business. They want to seek Arifs removal as the chief executive. The Board comprises twelve members, six of whom are currently out of Pakistan. The six directo

9、rs present in Pakistan want to meet immediately to remove Arif. Some Board members are of the view that due to Clause 3 of the Contract, Arif cannot be removed before the expiry of his term. Required: Under the Companies Ordinance 1984, advise the Board on the possibility of, the procedure for, and

10、the consequences of, Arifs removal as the chief executive of NSML. (10 marks)（分数：10.00）_3.A and (5 marks) （分数：5.00）_正确答案：( )解析：(2).(b) describe the duties and powers of a company secretary. (5 marks)（分数：5.00）_正确答案：( )解析：Under the Contract Act, 1872, define and state the consequences of: （分数：9.99）(1)

11、a) free consent; (4 marks) （分数：3.33）_正确答案：( )解析：(2).(b) coercion; (3 marks) （分数：3.33）_正确答案：( )解析：(3).(c) undue influence. (3 marks)（分数：3.33）_正确答案：( )解析：Under the Companies Ordinance, 1984: （分数：10.00）(1).(a) state the circumstances in which a company may be compulsorily wound up by the court; (5 ma

12、rks) （分数：5.00）_正确答案：( )解析：(2).(b) identify the persons or entities who may apply to the court for compulsory winding up of a company. (5 marks)（分数：5.00）_正确答案：( )解析：In relation to the law of torts, describe the following defences: （分数：10.00）(1).(a) contributory negligence; and (5 marks) （分数：5.00）_正确答

13、案：( )解析：(2).(b) volenti non fit injuria. (5 marks)（分数：5.00）_正确答案：( )解析：Under the Companies Ordinance, 1984 and the relevant rules and regulations: （分数：10.00）(1).(a) explain the meaning of a Non-Banking Finance Company (NBFC); (5 marks) （分数：5.00）_正确答案：( )解析：(2).(b) identify the money-laundering preve

14、ntion requirements for NBFCs. (5 marks)（分数：5.00）_正确答案：( )解析：In relation to the principal labour legislation in Pakistan, describe the object of: （分数：10.00）(1).(a) the Workmens Compensation Act, 1923; (5 marks) （分数：5.00）_正确答案：( )解析：(2).(b) the Payment of Wages Act, 1936. (5 marks)（分数：5.00）_正确答案：( )解析

15、2.In April 2011, Arif was appointed as the chief executive of Nice Sugar Mills Limited (NSML), a public unlisted company, by the board of directors of NSML (Board). Clause 3 of his contract with NSML (Contract) provides as follows: The appointment shall be for a fixed term of three years starting f

16、rom April 2011 and shall not be terminated before expiry of the aforementioned three years. In October 2011, some members of the Board discovered evidence that Arif had been withdrawing large sums of money from NSMLs bank account and using it for financing his sons new business. They want to seek Ar

17、ifs removal as the chief executive. The Board comprises twelve members, six of whom are currently out of Pakistan. The six directors present in Pakistan want to meet immediately to remove Arif. Some Board members are of the view that due to Clause 3 of the Contract, Arif cannot be removed before the

18、 expiry of his term. Required: Under the Companies Ordinance 1984, advise the Board on the possibility of, the procedure for, and the consequences of, Arifs removal as the chief executive of NSML. (10 marks)（分数：10.00）_正确答案：( )解析：3.A&J Associates had been formed as a partnership firm of Ali and his c

19、ousin, Javed. Clause 2 of the partnership agreement states All business of the firm shall be transacted with mutual consent of the partners. The business of the firm is cultivation of crops in Multan. They have routinely purchased fertilisers from King Pesticides Ltd. In September 2011, Ali proposed

20、 that they purchase fertilisers from Magic Pesticides Ltd (MPL). Javed opposed this proposal citing MPLs substantially higher prices. Ali also proposed that the firm expand its business to dealing in used cars. Javed showed some interest but said that he would consider that proposal upon his return

21、from a three month long business trip to Germany. In Javeds absence, Ali contracted with MPL for the supply of fertilisers. Ali also contracted with Qasim to supply ten used cars. Payments to both MPL and Qasim have not been made and each has brought separate claims for recovery of amounts due again

22、st the firm before the local civil court. Required: Under the Partnership Act, 1932, advise Javed on whether he is liable for any payments due to MPL and Qasim. (10 marks)（分数：10.00）_正确答案：( )解析：4.Zafar is a partner of the firm Elixir Traders, which has been supplying cotton to textile manufacturers f

23、or the past decade. Last month, a casual vacancy occurred on the board of directors (Board) of Fine Textile Limited (FTL) a public unlisted company. Zafar, who has been well-known to the other members of the Board, was appointed to fill the vacancy. Last week, during a meeting of the Board (Board Me

24、eting), the matter of purchasing cotton from Elixir Traders was discussed. The Board resolved to purchase cotton from Elixir Traders. Zafar voted in favour of the resolution. Now, a shareholder of FTL has objected that Zafar has unlawfully influenced the matter to benefit his own firm and that he should not have been present at the Board Meeting. Required: Under the Companies Ordinance, 1984, advise Zafar on the validity of the shareholders objections, and the consequences for Zafar of the proceedings at the Board Meeting. (10 marks)（分数：10.00）_正确答案：( )解析：