Dodo Sdn Bhd is having a meeting in two months. Michael, who is a member of this company appoints a proxy, Derek to attend the meeting as he is unable to attend it. Derek attends the meeting but he was stopped from taking a vote at the poll.

Further to that, Dodo Sdn Bhd invested in a futures contract with a geological company to mine minerals offshore Kerteh. Dodo Sdn Bhd invested heavily in this project. Due to the Covid 19 pandemic, the project was called off. Dodo Sdn Bhd suffered massive losses due to this. The company's constitution stipulates that when Dodo Sdn Bhd reaches a position when it is unable to function financially, the company must then be dissolved.

Michael would like to know if he has a case against Dodo Sdn Bhd for not allowing Derek to be his proxy. (25 marks)

Michael seeks your advise if an ordinary resolution can now be passed to wind up Dodo Sdn Bhd.(25 marks)