1. By an ex-parte Notice of Motion dated 24th July 2025, brought under, among others, Sections 885, 880 and 888 of the Companies Act, 2015 of the Laws of Keya BANK OF BARODA KENYA LIMITED, hereinafter the Applicant, seeks, among others, the following orders: -
“THAT the time for registration of the Debenture dated 11th June 2025, Applicant be extended by Thirty (30) days from the date of the Order herein or such other period as the Court shall deem fit”
2. The application is based on the grounds enumerated on the face of the application, and is supported by the affidavit of MITCHELL KITONYI MUTISO, an Advocate at the law firm of Messrs. Mitch Kitonyi and Associates Advocates.
3. I have carefully perused and considered the application and note that the substratum of the application is the prayer for extension of time for registration of a Debenture dated 11th June 2025 over all that Apartment Number 6 Erected on Land Reference Number 2098/17 (Original Number 209/8/12/2), created byRINA MANISHCHANDRA GOSRANI, the Chargor, to secure a sum of Kshs. 14,950,000.00 advanced by the Applicant to UNIQUE ENTERPRISES LIMITED, the borrower.
4. Section 888 of the Companies Act under which this application has been brought provides as follows; -
“ 888. Rectification of register of charges
(1) A company or interested person who claims that a failure to register a charge before the deadline for registration, or an omission or misstatement of a particular with respect to any such charge or in a memorandum of satisfaction or release –
(a) was accidental or due to inadvertence or to some other reasonable cause; or
(b) is not of a nature to prejudice the position of creditors or members of the company, may apply to the Court for an order under subsection (2).
(2) If, on the hearing of an application made under subsection (1), the Court is satisfied-
(a) that the failure, or the omission or misstatement-
(i) was accidental or due to inadvertence or to some other reasonable cause; or
(ii) is not of a nature to prejudice the position of creditors or members of the company; or
(b) that on other grounds it is just and equitable to grant relief, the Court may, subject to such conditions (if any) as it considers fair and reasonable, order the deadline for registration to be extended, or the omission or misstatement to be corrected.”
5. Mr. MITCHELL KITONYI MUTISO, in his affidavit in support of the application, depones that by a letter of offer dated 25th February 2025, the Applicant granted the Chargor a Fresh Overdraft Facility which was to be secured by a Charge and a Debenture from the Borrower. The said Charge, which was executed on 11th July 2025, was to secure a sum of Kshs. 14,950,000 as a fresh overdraft facility of the Chargor secured by all that Apartment Number 6 erected on Land Reference Number 2098/17 (Original Number 209/8/12/2).
6. It is further deponed that subsequently, the Charge was registered on the 11th July 2025 at the Lands Titles Registry in Nairobi. The post-registration search was received on Friday, the 11th July 2025, the day of the deadline for registration of the Debenture from the Borrower at the Companies Registry, hence this application.
7. That owing to the lapse of time, the Applicant is unable to register the Debenture at the Company’s Registry. That the said delay was not willful but caused by circumstances beyond the control of the Applicant.
8. Having duly considered the dispositions in the affidavit in support of the application together with the documentary evidence attached thereto in support of the application by the Applicant together with the applicable legal provisions and case law, I do find that the failure to effect registration at the Company Registry of the Debenture in question within the timelines authorized in law was not intentional, that the delay has been fully and satisfactorily explained.
9. Further, this Court finds no evidence that the granting of the prayers sought will in any way prejudice the creditors or members of the Applicant Company.
10. Accordingly, I find that it is just and equitable to grant the relief sought by the Applicant. I grant the following orders:
i. That the time for registration of a Debenture dated 11th June 2025 over all that Apartment Number 6 erected on Land Reference Number 2098/17 (Original Number 209/8/12/2), created by RINA MANISHCHANDRA GOSRANI, the Chargor, to secure a sum of Kshs. 14,950,000.00 advanced by the Applicant to UNIQUE ENTERPRISES LIMITED, the borrower, be and is hereby extended by thirty (30) days from the date hereof.
ii. There shall be no orders as to costs.
11. It is so ordered.
SIGNED, DATED, and DELIVERED IN VIRTUAL COURT THIS
31st JULY 2025
ADO MOSES
JUDGE
In the presence of: -
C/A – Moses
…N/A………...for Applicant
……N./A……...for Respondent
“THAT the time for registration of the Debenture dated 11th June 2025, Applicant be extended by Thirty (30) days from the date of the Order herein or such other period as the Court shall deem fit”
2. The application is based on the grounds enumerated on the face of the application, and is supported by the affidavit of MITCHELL KITONYI MUTISO, an Advocate at the law firm of Messrs. Mitch Kitonyi and Associates Advocates.
3. I have carefully perused and considered the application and note that the substratum of the application is the prayer for extension of time for registration of a Debenture dated 11th June 2025 over all that Apartment Number 6 Erected on Land Reference Number 2098/17 (Original Number 209/8/12/2), created byRINA MANISHCHANDRA GOSRANI, the Chargor, to secure a sum of Kshs. 14,950,000.00 advanced by the Applicant to UNIQUE ENTERPRISES LIMITED, the borrower.
4. Section 888 of the Companies Act under which this application has been brought provides as follows; -
“ 888. Rectification of register of charges
(1) A company or interested person who claims that a failure to register a charge before the deadline for registration, or an omission or misstatement of a particular with respect to any such charge or in a memorandum of satisfaction or release –
(a) was accidental or due to inadvertence or to some other reasonable cause; or
(b) is not of a nature to prejudice the position of creditors or members of the company, may apply to the Court for an order under subsection (2).
(2) If, on the hearing of an application made under subsection (1), the Court is satisfied-
(a) that the failure, or the omission or misstatement-
(i) was accidental or due to inadvertence or to some other reasonable cause; or
(ii) is not of a nature to prejudice the position of creditors or members of the company; or
(b) that on other grounds it is just and equitable to grant relief, the Court may, subject to such conditions (if any) as it considers fair and reasonable, order the deadline for registration to be extended, or the omission or misstatement to be corrected.”
5. Mr. MITCHELL KITONYI MUTISO, in his affidavit in support of the application, depones that by a letter of offer dated 25th February 2025, the Applicant granted the Chargor a Fresh Overdraft Facility which was to be secured by a Charge and a Debenture from the Borrower. The said Charge, which was executed on 11th July 2025, was to secure a sum of Kshs. 14,950,000 as a fresh overdraft facility of the Chargor secured by all that Apartment Number 6 erected on Land Reference Number 2098/17 (Original Number 209/8/12/2).
6. It is further deponed that subsequently, the Charge was registered on the 11th July 2025 at the Lands Titles Registry in Nairobi. The post-registration search was received on Friday, the 11th July 2025, the day of the deadline for registration of the Debenture from the Borrower at the Companies Registry, hence this application.
7. That owing to the lapse of time, the Applicant is unable to register the Debenture at the Company’s Registry. That the said delay was not willful but caused by circumstances beyond the control of the Applicant.
8. Having duly considered the dispositions in the affidavit in support of the application together with the documentary evidence attached thereto in support of the application by the Applicant together with the applicable legal provisions and case law, I do find that the failure to effect registration at the Company Registry of the Debenture in question within the timelines authorized in law was not intentional, that the delay has been fully and satisfactorily explained.
9. Further, this Court finds no evidence that the granting of the prayers sought will in any way prejudice the creditors or members of the Applicant Company.
10. Accordingly, I find that it is just and equitable to grant the relief sought by the Applicant. I grant the following orders:
i. That the time for registration of a Debenture dated 11th June 2025 over all that Apartment Number 6 erected on Land Reference Number 2098/17 (Original Number 209/8/12/2), created by RINA MANISHCHANDRA GOSRANI, the Chargor, to secure a sum of Kshs. 14,950,000.00 advanced by the Applicant to UNIQUE ENTERPRISES LIMITED, the borrower, be and is hereby extended by thirty (30) days from the date hereof.
ii. There shall be no orders as to costs.
11. It is so ordered.
SIGNED, DATED, and DELIVERED IN VIRTUAL COURT THIS
31st JULY 2025
ADO MOSES
JUDGE
In the presence of: -
C/A – Moses
…N/A………...for Applicant
……N./A……...for Respondent