ACCA考试F4公司法与商法（Zimbabwe）真题2008年6月及答案解析.doc

1、ACCA 考试 F4 公司法与商法（Zimbabwe）真题 2008 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)1.Part Three of the Zimbabwe Constitution Declaration of Rights is an expression of fundamental human rights which Zimbabwean citizens are entitled to. Required List five of the fundamental human

2、 rights and explain the way the law has operated in practice to protect those rights. (10 marks)（分数：10.00）_2.In relation to the law of contract, explain the general rules relating to the award of damages. (10 marks)（分数：10.00）_3.In relation to the law of delict, explain the wrong of passing off and t

3、he major remedies available to the plaintiff in a passing off action. (10 marks)（分数：10.00）_4.In relation to company law state the major differences between executive and non-executive directors. (10 marks)（分数：10.00）_In relation to employment law: （分数：10.00）(1).(a) Explain the major duties of the emp

4、loyee. (5 marks) （分数：5.00）_(2).(b) Explain five ways in which a contract of employment may be terminated. (5 marks)（分数：5.00）_In relation to company law: （分数：10.00）(1).(a) Explain the major functions of a company secretary. (5 marks) （分数：5.00）_(2).(b) Distinguish between ordinary, special and written

5、 resolutions. (5 marks)（分数：5.00）_5.Discuss the concept of corporate governance in so far as it applies to Zimbabwe. (10 marks) （分数：10.00）_6.Ngoni is a businessman who specialises in selling locally made leather jackets. Ngoni offers to sell 150 such jackets to Themba, a Cross border trader, at $1,00

6、0,00000 per jacket, subject to him accepting the offer in writing. Themba tells him that he accepts to buy at $750,00000 per jacket and offers to buy at that price. In the meantime Themba talks to Brinah his friend and advises her of Ngonis offer made to him. She decides to accept the offer herself.

7、 Brinah writes to Ngoni accepting to buy the jackets at the price stipulated by Ngoni. Ngoni is not interested in selling to Brinah and rejects her acceptance. Upon learning this, Themba decides that he now wants to buy the jackets himself at the price previously stipulated by Ngoni and now verbally

8、 accepts the offer. Required: In relation to the law of contract, advise as to whether Ngoni is bound by any of the acceptances communicated to him. (10 marks)（分数：10.00）_Tunga and Tymon are in an ordinary partnership. Tunga approaches Kudzai and acting in his capacity as a partner borrows $20 billio

9、n from him for partnership purposes. Neither Tunga nor the partnership subsequently return the loan when it is due. Kudzai institutes proceedings against the partnership but Tymon opposes the action on the basis that what Tunga did was not binding on him and the partnership. Notwithstanding his oppo

10、sition judgment is granted against the partnership. In the meantime Kudzai tries to execute against the partnership property but he only recovers $10 billion after which the partnership property is exhausted. Kudzai who is not aware of any properties personally held by Tunga decides to proceed again

11、st Tymons vast properties, which are known to him. Required: In relation to the law of partnerships, advise on whether: （分数：10.00）(1).(a) it was proper for a judgment to be granted against the partnership; and, （分数：5.00）_(2).(b) it is appropriate for Kudzai to proceed against Tymons personal propert

12、ies.（分数：5.00）_7.Denis and Thomas Tembo are the only shareholders and directors of Kufumaishungu (Pvt) Ltd a company duly registered and operating in terms of the laws of Zimbabwe. The company manufactures protective clothing which is used by ordinary cyclists and traffic controllers. The company was

13、 incorporated in 2005 and the latest audit statement shows that the liabilities of the company exceed its assets and that the company is unable to pay debts owed to various suppliers in the sum of $10 billion dollars. About a month ago a cheque for $2 million dollars in favour of one such creditor S

14、hoko Enterprises (Pvt) Ltd was returned to the creditors marked Refer to Drawer. Added to this, the companys major asset, a factory in the industrial sites of Harare, was burnt down to ashes in a fire caused by an electrical fault. Due to the financial difficulties the company was facing, the factor

15、y was not insured and all the workers have been sent home. Shoko Enterprises would like to institute an action for the compulsory winding up of the company. Required: Advise Shoko Enterprises of its chances of success. (10 marks)（分数：10.00）_ACCA 考试 F4 公司法与商法（Zimbabwe）真题 2008 年 6 月答案解析(总分：100.00，做题时间：

16、180 分钟)一、ALL TEN questions ar(总题数：1，分数：0.00)1.Part Three of the Zimbabwe Constitution Declaration of Rights is an expression of fundamental human rights which Zimbabwean citizens are entitled to. Required List five of the fundamental human rights and explain the way the law has operated in practice

17、to protect those rights. (10 marks)（分数：10.00）_正确答案：( )解析：2.In relation to the law of contract, explain the general rules relating to the award of damages. (10 marks)（分数：10.00）_正确答案：( )解析：3.In relation to the law of delict, explain the wrong of passing off and the major remedies available to the plai

18、ntiff in a passing off action. (10 marks)（分数：10.00）_正确答案：( )解析：4.In relation to company law state the major differences between executive and non-executive directors. (10 marks)（分数：10.00）_正确答案：( )解析：In relation to employment law: （分数：10.00）(1).(a) Explain the major duties of the employee. (5 marks)

19、分数：5.00）_正确答案：( )解析：(2).(b) Explain five ways in which a contract of employment may be terminated. (5 marks)（分数：5.00）_正确答案：( )解析：In relation to company law: （分数：10.00）(1).(a) Explain the major functions of a company secretary. (5 marks) （分数：5.00）_正确答案：( )解析：(2).(b) Distinguish between ordinary, spe

20、cial and written resolutions. (5 marks)（分数：5.00）_正确答案：( )解析：5.Discuss the concept of corporate governance in so far as it applies to Zimbabwe. (10 marks) （分数：10.00）_正确答案：( )解析：6.Ngoni is a businessman who specialises in selling locally made leather jackets. Ngoni offers to sell 150 such jackets to T

21、hemba, a Cross border trader, at $1,000,00000 per jacket, subject to him accepting the offer in writing. Themba tells him that he accepts to buy at $750,00000 per jacket and offers to buy at that price. In the meantime Themba talks to Brinah his friend and advises her of Ngonis offer made to him. Sh

22、e decides to accept the offer herself. Brinah writes to Ngoni accepting to buy the jackets at the price stipulated by Ngoni. Ngoni is not interested in selling to Brinah and rejects her acceptance. Upon learning this, Themba decides that he now wants to buy the jackets himself at the price previousl

23、y stipulated by Ngoni and now verbally accepts the offer. Required: In relation to the law of contract, advise as to whether Ngoni is bound by any of the acceptances communicated to him. (10 marks)（分数：10.00）_正确答案：( )解析：Tunga and Tymon are in an ordinary partnership. Tunga approaches Kudzai and actin

24、g in his capacity as a partner borrows $20 billion from him for partnership purposes. Neither Tunga nor the partnership subsequently return the loan when it is due. Kudzai institutes proceedings against the partnership but Tymon opposes the action on the basis that what Tunga did was not binding on

25、him and the partnership. Notwithstanding his opposition judgment is granted against the partnership. In the meantime Kudzai tries to execute against the partnership property but he only recovers $10 billion after which the partnership property is exhausted. Kudzai who is not aware of any properties

26、personally held by Tunga decides to proceed against Tymons vast properties, which are known to him. Required: In relation to the law of partnerships, advise on whether: （分数：10.00）(1).(a) it was proper for a judgment to be granted against the partnership; and, （分数：5.00）_正确答案：( )解析：(2).(b) it is appro

27、priate for Kudzai to proceed against Tymons personal properties.（分数：5.00）_正确答案：( )解析：7.Denis and Thomas Tembo are the only shareholders and directors of Kufumaishungu (Pvt) Ltd a company duly registered and operating in terms of the laws of Zimbabwe. The company manufactures protective clothing whic

28、h is used by ordinary cyclists and traffic controllers. The company was incorporated in 2005 and the latest audit statement shows that the liabilities of the company exceed its assets and that the company is unable to pay debts owed to various suppliers in the sum of $10 billion dollars. About a mon

29、th ago a cheque for $2 million dollars in favour of one such creditor Shoko Enterprises (Pvt) Ltd was returned to the creditors marked Refer to Drawer. Added to this, the companys major asset, a factory in the industrial sites of Harare, was burnt down to ashes in a fire caused by an electrical faul

30、t. Due to the financial difficulties the company was facing, the factory was not insured and all the workers have been sent home. Shoko Enterprises would like to institute an action for the compulsory winding up of the company. Required: Advise Shoko Enterprises of its chances of success. (10 marks)（分数：10.00）_正确答案：( )解析：