Introduction
1. Before this Court is an ex parte Notice of Motion dated 5 May 2026, brought by the Applicant, Bank of India, under, among others, Sections 878, 885, and 882(2) of the Companies Act (No. 17 of 2015). The Applicant seeks an order to extend the time for the registration of a Charge dated 11th December 2025 over property Title No. NAIROBI/BLOCK58/295, created in its favour by the Chargor, Sprint Star Limited (Reg. No. C.108110).
2. The Application is supported by an affidavit sworn by Winnie Kerubo Ogoro on 5th May 2026. The deponent states that the Applicant granted certain banking facilities to the Chargor/Borrower, which were secured by a Charge instrument over the property known as NAIROBI/BLOCK58/295.
3. The Charge was executed on 11th December 2025 for a principal amount of KES 30,000,000.00. Under the Companies Act, such instruments must be registered within 30 days of their creation.
4. The Applicant explains that the delay in registration was occasioned by technical challenges experienced on the Ardhisasa Portal (Geospatial Data Centre). Despite efforts to finalize the process, the statutory 30-day period lapsed while these system issues persisted.
Analysis and Determination
5. The Court has considered the Application, the supporting affidavit, and the annexed Charge instrument marked "WKO-1". The primary issue for determination is whether the Applicant has provided sufficient grounds to warrant an extension of time under sections 878, 885, and 888(2) of the Companies Act, 2015.
6. The discretion granted under the Companies Act is equitable in nature. It turns on three key considerations:
i. Whether the omission to lodge the Charge within time was accidental, inadvertent, or due to sufficient cause;
ii. Whether the delay has prejudiced creditors or other stakeholders; and
iii. Whether granting leave accords with the justice of the case.
7. From the pleadings, the Applicant has demonstrated that the delay was due to external technical failures in the registration system rather than negligence. Furthermore, the deponent avers that the extension will not prejudice the Chargor's creditors or shareholders. Conversely, failure to register the Charge would render the security void against a liquidator or creditor, greatly prejudicing the Applicant while the Borrower continues to enjoy the facilities.
8. The Court finds the reasons provided to be sufficient cause for the delay. It is therefore just and equitable to allow the extension to protect the Applicant's interest in the security.
9. In exercising this discretion, the Court is guided by the principle established in National Bank of Kenya Ltd v Michael Ndungu [2018] eKLR, which emphasizes that where a delay is explained, and no third-party interests are prejudiced, the Court should favor the perfection of substantive security interests over procedural technicalities.
10. Accordingly, I make the following orders:
i. The time for registration of the Charge dated 11th December 2025, between Sprint Star Limited (as Chargor) and Bank of India (as Chargee) over Title Number NAIROBI/BLOCK58/295, is hereby extended by forty-five (45) days from the date of this order.
ii. There shall be no order as to costs.
11. It is so ordered.
DATED, SIGNED, AND DELIVERED AT NAIROBI
THIS 11TH DAY OF MAY 2026
HON. MR. JUSTICE MOSES ADO
Judge of the High Court
1. Before this Court is an ex parte Notice of Motion dated 5 May 2026, brought by the Applicant, Bank of India, under, among others, Sections 878, 885, and 882(2) of the Companies Act (No. 17 of 2015). The Applicant seeks an order to extend the time for the registration of a Charge dated 11th December 2025 over property Title No. NAIROBI/BLOCK58/295, created in its favour by the Chargor, Sprint Star Limited (Reg. No. C.108110).
2. The Application is supported by an affidavit sworn by Winnie Kerubo Ogoro on 5th May 2026. The deponent states that the Applicant granted certain banking facilities to the Chargor/Borrower, which were secured by a Charge instrument over the property known as NAIROBI/BLOCK58/295.
3. The Charge was executed on 11th December 2025 for a principal amount of KES 30,000,000.00. Under the Companies Act, such instruments must be registered within 30 days of their creation.
4. The Applicant explains that the delay in registration was occasioned by technical challenges experienced on the Ardhisasa Portal (Geospatial Data Centre). Despite efforts to finalize the process, the statutory 30-day period lapsed while these system issues persisted.
Analysis and Determination
5. The Court has considered the Application, the supporting affidavit, and the annexed Charge instrument marked "WKO-1". The primary issue for determination is whether the Applicant has provided sufficient grounds to warrant an extension of time under sections 878, 885, and 888(2) of the Companies Act, 2015.
6. The discretion granted under the Companies Act is equitable in nature. It turns on three key considerations:
i. Whether the omission to lodge the Charge within time was accidental, inadvertent, or due to sufficient cause;
ii. Whether the delay has prejudiced creditors or other stakeholders; and
iii. Whether granting leave accords with the justice of the case.
7. From the pleadings, the Applicant has demonstrated that the delay was due to external technical failures in the registration system rather than negligence. Furthermore, the deponent avers that the extension will not prejudice the Chargor's creditors or shareholders. Conversely, failure to register the Charge would render the security void against a liquidator or creditor, greatly prejudicing the Applicant while the Borrower continues to enjoy the facilities.
8. The Court finds the reasons provided to be sufficient cause for the delay. It is therefore just and equitable to allow the extension to protect the Applicant's interest in the security.
9. In exercising this discretion, the Court is guided by the principle established in National Bank of Kenya Ltd v Michael Ndungu [2018] eKLR, which emphasizes that where a delay is explained, and no third-party interests are prejudiced, the Court should favor the perfection of substantive security interests over procedural technicalities.
10. Accordingly, I make the following orders:
i. The time for registration of the Charge dated 11th December 2025, between Sprint Star Limited (as Chargor) and Bank of India (as Chargee) over Title Number NAIROBI/BLOCK58/295, is hereby extended by forty-five (45) days from the date of this order.
ii. There shall be no order as to costs.
11. It is so ordered.
DATED, SIGNED, AND DELIVERED AT NAIROBI
THIS 11TH DAY OF MAY 2026
HON. MR. JUSTICE MOSES ADO
Judge of the High Court