Question
Dora and Valentina are directors of a company called Guadalajara Pty Ltd (Guadalajara). Notwithstanding that Guadalajara reported a loss more the most recent financial year,
Dora and Valentina are directors of a company called Guadalajara Pty Ltd ("Guadalajara"). Notwithstanding that Guadalajara reported a loss more the most recent financial year, it still has large amounts of cash on its balance sheet. Dora and Valentina are getting a lot of pressure from the company's shareholders to pay a dividend. The company does not have a constitution. What best summarises the rights of the shareholders of Guadalajara with respect to receiving a dividend:
a. If the requirements under s 254T(1) are fulfilled, then the directors may decide to pay a dividend. However, if the directors decide not to the shareholders cannot do anything about it because shareholders are not allowed to interfere with management decisions.
b. If the requirements under s 254T(1) are fulfilled, then the directors may decide to pay a dividend. There is nothing the shareholders can do if they disagree with the decision, unless failure to pay a dividend amounts conduct that is 'oppressive, unfairly prejudicial, or unfairly discriminatory against, a member
c. The shareholders currently have no right to receive, and the directors are not permitted to pay,a dividend because the company did not make a profit in the last financial year.
d. The directors have absolute discretion in relation to deciding when dividends are paid.
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