1、ACCA 考试 F4 公司法与商法（Zimbabwe）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)1.In relation to the Zimbabwean legal system, explain the rules and presumptions used by the courts in interpreting statutes. (10 marks)（分数：10.00）_2.In relation to the law of contract, explain th
2、e meaning and consequence of acceptance of an offer. (10 marks)（分数：10.00）_In relation to the law of delict, discuss the following defences: （分数：10.00）(1).(a) contributory negligence; (5 marks) （分数：5.00）_(2).(b) volenti non fit injuria. (5 marks)（分数：5.00）_3.In relation to the law of agency, explain h
3、ow a contract of agency is created. (10 marks)（分数：10.00）_4.In relation to the law of partnership, explain the liability of partners in different types of partnership for partnership debts. (10 marks)（分数：10.00）_In relation to company law in Zimbabwe, explain the law relating to: （分数：10.00）(1).(a) the
4、 appointment of auditors; (5 marks) （分数：5.00）_(2).(b) the removal of auditors. (5 marks)（分数：5.00）_5.In relation to company law, explain the circumstances under which a company may be compulsorily wound up by the court. (10 marks)（分数：10.00）_6.Tinashe a medical doctor owns a residential stand in Manda
5、ra, Harare. He met his friend Sandra, whom he told that he intended to sell his residential stand for $5,000,000. Sandra told Tinashe that she would be interested in buying it but Tinashe did not say anything. During the week Sandra received an e-mail with Tinashes bank account details and Sandra pr
6、oceeded to deposit $5,000,000 into the account. She phoned Tinashe the following day requesting that he effect a change of title and transfer the title deeds to the stand into her name. Tinashe did not reply to this. He realised that he could have made more profit had he sold the stand in foreign cu
7、rrency and refused to change the title deeds but instead insisted on repaying Sandra the money paid to him. He maintained that there was no contract between them. Required: In relation to the law of contract, explain to Sandra whether she has any remedies available to her. (10 marks)（分数：10.00）_Dicks
8、on and his wife Brenda Moyo own the entire share capital of Vanhukwavo (Pvt) Ltd, a company duly incorporated and operating in Zimbabwe since 2000. The company manufactures childrens clothing both for the domestic and export market. For the first six years since incorporation, the company was a huge
9、 success, but in the last two years, its fortunes have nosedived because of the dire economic situation facing the country. The company owes a lot of money to Machira (Pvt) Ltd, a supplier of yarn and other products used in the manufacture of clothing. The supplier is threatening to seize a house an
10、d a prestigious car, which are owned by Dickson and Brenda Moyo in their personal capacities. In order to manage a very bad financial situation, the company is now involved in smuggling activities across the borders with Mozambique and Zambia. The authorities seek to make Dickson and Brenda personal
11、ly liable for the companys illegal activities. Required: In relation to company law, explain the likely attitude of the courts towards: （分数：10.00）(1).(a) the attempt by Machira (Pvt) Ltd to seize the personal assets of Dickson and Brenda Moyo; (5 marks) （分数：5.00）_(2).(b) the proposed personal liabil
12、ity of the directors for the companys illegal activities. (5 marks)（分数：5.00）_(1).(a)Five friends Dennis, James, Kelvin, Peter and Sylvester, who are all qualified chemists, decide to launch a pharmaceutical company called Ponesai Vanhu Ltd. The company has an authorised share capital of 1,000,000 sh
13、ares divided into 1,000,000 shares of $1 each. Prior to the company launching a public share offer (IPO) for purposes of raising some of the companys much needed capital the five promoters who are all directors of the company issued a prospectus in accordance with the requirements of the Companies A
14、ct (Chapter 24:03). The prospectus among many other statements makes the following declarations under the heading, The Companys Trading Prospects 1. That the company had already secured lines of credit from a reputable overseas bank for purposes of securing state of the art plant and equipment for m
15、anufacturing drugs. 2. That the company had secured export orders from customers in three neighbouring countries. It turns out that discussions with the overseas bank and potential customers from the three neighbouring countries are still on-going and are unlikely to be concluded satisfactorily any
16、time soon. When this information comes to light the companys shares, which had started trading at $1000 each are now worth only 20 cents. Two shareholders, Innocent and Ndapusa decide to sue the companys five directors for misrepresentation. Required: In relation to company law, describe Innocent an
17、d Ndapusas prospects of success in their intended litigation against the companys promoters. (5 marks)（分数：5.00）_(2).(b)Springvale (Pvt) Ltd is a private company duly incorporated and trading in terms of the laws of Zimbabwe. Its registered office is in Harare, Zimbabwe. Mr Brown owns the entire issu
18、ed share capital of the company which specialises in the retail of stationery products. Mr Brown is the only director of the company and Mrs Brown, his wife, is the company secretary and both of them are ordinarily resident in neighbouring South Africa. The day-to-day management of the company has b
19、een left to Mr Fixit, a very experienced and reliable manager who resides in Harare, Zimbabwe. Required In relation to company law, advise Mr and Mrs Brown on the legal position relating to the directorship and the position of company secretary in relation to the provisions of the Companies Act (Cha
20、pter 24:03). (5 marks)（分数：5.00）_ACCA 考试 F4 公司法与商法（Zimbabwe）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)1.In relation to the Zimbabwean legal system, explain the rules and presumptions used by the courts in interpreting statutes. (10 marks)（分数：10.00）_正确答案：( )解析：2.In r
21、elation to the law of contract, explain the meaning and consequence of acceptance of an offer. (10 marks)（分数：10.00）_正确答案：( )解析：In relation to the law of delict, discuss the following defences: （分数：10.00）(1).(a) contributory negligence; (5 marks) （分数：5.00）_正确答案：( )解析：(2).(b) volenti non fit injuria.
22、5 marks)（分数：5.00）_正确答案：( )解析：3.In relation to the law of agency, explain how a contract of agency is created. (10 marks)（分数：10.00）_正确答案：( )解析：4.In relation to the law of partnership, explain the liability of partners in different types of partnership for partnership debts. (10 marks)（分数：10.00）_正确答案
23、 )解析：In relation to company law in Zimbabwe, explain the law relating to: （分数：10.00）(1).(a) the appointment of auditors; (5 marks) （分数：5.00）_正确答案：( )解析：(2).(b) the removal of auditors. (5 marks)（分数：5.00）_正确答案：( )解析：5.In relation to company law, explain the circumstances under which a company may b
24、e compulsorily wound up by the court. (10 marks)（分数：10.00）_正确答案：( )解析：6.Tinashe a medical doctor owns a residential stand in Mandara, Harare. He met his friend Sandra, whom he told that he intended to sell his residential stand for $5,000,000. Sandra told Tinashe that she would be interested in buyi
25、ng it but Tinashe did not say anything. During the week Sandra received an e-mail with Tinashes bank account details and Sandra proceeded to deposit $5,000,000 into the account. She phoned Tinashe the following day requesting that he effect a change of title and transfer the title deeds to the stand
26、 into her name. Tinashe did not reply to this. He realised that he could have made more profit had he sold the stand in foreign currency and refused to change the title deeds but instead insisted on repaying Sandra the money paid to him. He maintained that there was no contract between them. Require
27、d: In relation to the law of contract, explain to Sandra whether she has any remedies available to her. (10 marks)（分数：10.00）_正确答案：( )解析：Dickson and his wife Brenda Moyo own the entire share capital of Vanhukwavo (Pvt) Ltd, a company duly incorporated and operating in Zimbabwe since 2000. The company
28、 manufactures childrens clothing both for the domestic and export market. For the first six years since incorporation, the company was a huge success, but in the last two years, its fortunes have nosedived because of the dire economic situation facing the country. The company owes a lot of money to
29、Machira (Pvt) Ltd, a supplier of yarn and other products used in the manufacture of clothing. The supplier is threatening to seize a house and a prestigious car, which are owned by Dickson and Brenda Moyo in their personal capacities. In order to manage a very bad financial situation, the company is
30、 now involved in smuggling activities across the borders with Mozambique and Zambia. The authorities seek to make Dickson and Brenda personally liable for the companys illegal activities. Required: In relation to company law, explain the likely attitude of the courts towards: （分数：10.00）(1).(a) the a
31、ttempt by Machira (Pvt) Ltd to seize the personal assets of Dickson and Brenda Moyo; (5 marks) （分数：5.00）_正确答案：( )解析：(2).(b) the proposed personal liability of the directors for the companys illegal activities. (5 marks)（分数：5.00）_正确答案：( )解析：(1).(a)Five friends Dennis, James, Kelvin, Peter and Sylvest
32、er, who are all qualified chemists, decide to launch a pharmaceutical company called Ponesai Vanhu Ltd. The company has an authorised share capital of 1,000,000 shares divided into 1,000,000 shares of $1 each. Prior to the company launching a public share offer (IPO) for purposes of raising some of
33、the companys much needed capital the five promoters who are all directors of the company issued a prospectus in accordance with the requirements of the Companies Act (Chapter 24:03). The prospectus among many other statements makes the following declarations under the heading, The Companys Trading P
34、rospects 1. That the company had already secured lines of credit from a reputable overseas bank for purposes of securing state of the art plant and equipment for manufacturing drugs. 2. That the company had secured export orders from customers in three neighbouring countries. It turns out that discu
35、ssions with the overseas bank and potential customers from the three neighbouring countries are still on-going and are unlikely to be concluded satisfactorily any time soon. When this information comes to light the companys shares, which had started trading at $1000 each are now worth only 20 cents.
36、 Two shareholders, Innocent and Ndapusa decide to sue the companys five directors for misrepresentation. Required: In relation to company law, describe Innocent and Ndapusas prospects of success in their intended litigation against the companys promoters. (5 marks)（分数：5.00）_正确答案：( )解析：(2).(b)Springv
37、ale (Pvt) Ltd is a private company duly incorporated and trading in terms of the laws of Zimbabwe. Its registered office is in Harare, Zimbabwe. Mr Brown owns the entire issued share capital of the company which specialises in the retail of stationery products. Mr Brown is the only director of the c
38、ompany and Mrs Brown, his wife, is the company secretary and both of them are ordinarily resident in neighbouring South Africa. The day-to-day management of the company has been left to Mr Fixit, a very experienced and reliable manager who resides in Harare, Zimbabwe. Required In relation to company law, advise Mr and Mrs Brown on the legal position relating to the directorship and the position of company secretary in relation to the provisions of the Companies Act (Chapter 24:03). (5 marks)（分数：5.00）_正确答案：( )解析：
