(2 ) Any alteration or addition made in terms of subsection (1) shall be by statutory instrument and from the date of such publication any reference in this Act to any Schedule or Table shall be construed as a reference to that Schedule or Table with any alterations or additions made and in force in terms of sub section (1 ): Provided that no alteration or addition made in terms of paragraph (b) of subsection (1) shall apply to a foreign company which is a banking company as defined in section three hundred and twenty-nine. Acts or Omissions of State Officers 362 Exemption from liability for acts or omissions of State officers No act or omission whatever of the Registrar or of any officer, clerk or other person in the employment of the State, having duties to perform under this Act, shall render the State or the Registrar or any such officer, clerk or person liable in respect of any loss or damage sustained by any person in consequence of any such act or omission unless such act or omission was mala fide or was due to a want of reasonable care or diligence. FIRST SCHEDULE (Sections 2, 18, 355 and 361) R EGULATIONS AND M EMORANDUM TABLE A PART I R EGULATIONS FOR MANAGEMENT OF A C OMPANY NOT BEING A P RIVATE C OMPANY Interpretation 1. In these regulations — “the Act” means the Companies Act [Chapter 24:03 ]; “the seal” means the common seal of the company; “secretary” means any person appointed to perform the duties of the secretary of the company; “the office” means the registered office of the company. Unless the context otherwise requires, words or expressions contained in these regulations shall bear the same meaning as in the Act or any statutory modification thereof in force at the date at which these regulations become binding on the company. Share Capital and Variation of Rights 2. Without prejudice to any special rights previously conferred on the holders of any existing shares or class of shares, any share in the company may be issued with such preferred, deferred or other special rights or such restrictions, whether in regard to dividend, voting, return of capital or otherwise as the company may from time to time by special resolution determine. 3. Subject to section 76 of the Act, any preference shares may, with the sanction of an ordinary resolution, be issued on the terms that they are, or at the option of the company are liable, to be redeemed on such terms and in such manner as the company before the issue of the shares may by special resolution determine. 4. If at any time the share capital is divided into different classes of shares, the rights attached to any class, unless otherwise provided by the terms of issue of the shares of that class, may whether or not the company is being wound up, be varied with the consent in writing of the holders of three-fourths of the issued shares of that class, or with the sanction of a special resolution passed at a separate general meeting of the holders of the shares of the class. To every such separate general meeting the regulations relating to general meetings shall apply, but so that the necessary quorum shall be two persons at least holding or representing by proxy one -third of the issued shares of the class and that any holder of shares of the class present in person or by proxy may demand a poll. 5. The rights conferred upon the holders of the shares of any class issued with preferred or other rights shall not, unless otherwise expressly provided by the terms of issue of the shares of that class, be deemed to be varied by the creation or issue of further shares ranking pari passu therewith. 6. The company may exercise the powers of paying commissions conferred by section 72 of the Act, provided that the rate per centum or the amount of the commission paid or agreed to be paid shall be disclosed in the manner required by the said section and the rate of the commission shall not exceed the rate of five per centum of the price at which the shares in respect whereof the same is paid are issued or an amount equal to five per centum of such price, as the case may be. Such commission may be satisfied by the payment of cash or the allotment of fully or partly paid shares or partly in one way and partly in the other. The company may also on any issue of shares pay such brokerage as may be lawful. 7. (1) The company may in its discretion enter in its register the fact that any share is held in trust. (2) There shall be no obligation on the company— (a) to verify the legal status of any trust or of any trustee who is registered as a member; (b) to see to the due and proper carrying out of any trust, whether express, implied or constructive, in respect of any share. 8. Every person whose name is entered as a member in the register of members shall be entitled without payment to receive within two months after allotment or lodgement of transfer, or within such other period as the conditions of issue shall provide, one certificate for all his shares or several certificates each for one or more of his shares upon payment of 25c for every certificate after the first or such less sum as the directors shall from time to time determine. Every certificate shall be under the seal, if any, and shall specify the shares to which it relates and the amount paid up thereon: Provided that in respect of a share or shares held jointly by several persons the company shall not be bound to issue more than one certificate, and delivery of a certificate for a share to one of several joint holders shall be sufficient delivery to all such holders. 9. If a share certificate be defaced, lost or destroyed, it may be renewed on payment of a fee of 25c or such less sum and on such terms, if any, as to evidence and indemnity and the payment of out -of-pocket expenses of the company of investigating evidence as the directors think fit. 10. The company shall not give, whether directly or indirectly, and whether by means of a loan, guarantee, the provision of security or otherwise, any financial assistance for the purpose of or in connection with a purchase or subscription made or to be made by any person of or for any shares in the company or in its holding company nor shall the company make a loan for any purpose whatsoever on the security of its shares or those of its holding company, but nothing in this regulation shall prohibit transactions mentioned in the proviso to subsection (1) of section 73 of the Act. Lien 11. The company shall have a first and paramount lien on every share, not being a fully-paid share, for all moneys, whether presently payable or not, called or payable at a fixed time in respect of that share and the company shall also have a first and paramount lien on