1. By an ex-parte Notice of Motion dated 21st July 2025, brought under, among others, Sections 885 and 888(1) & (2) of the Companies Act, 2015 of the Laws of Keya DIAMOND TRUST BANK KENYA LIMITED, hereinafter the Applicant, seeks among others, the following orders: -
“THAT the time for registration of the Debenture dated 27 May 2025 at the Companies Registry be extended by a further period of 30 days.”
2. The application is based on the grounds enumerated on the face of the application, and is supported by the affidavit of JANJO DAVID GIDEONS, an Advocate at the law firm of Messrs. Madhani Advocates LLP.
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 floating debenture dated 27 May 2025 over all the assets of New Paleah Millers Limited, in favour of DIAMOND TRUST BANK KENYA LIMITED, the Applicant herein.
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. JANJO DAVID GIDEONS, in his affidavit in support of the application, depones that pursuant to a letter of offer dated 06 March 2025 the Applicant (hereinafter the Bank) extended a financial facility of Kshs. 2,615,000.00 to New Paleah Millers Limited (Hereinafter the “Borrower”), and the facility was secured inter alia by a floating debenture dated 27 May 2025 over all the assets of New Paleah Millers Limited and later, stamp duty was paid on 05 June 2025.
6. That pursuant to section 885 of the Companies Act No. 17 of 2015, the Applicant was supposed to register the Debenture with the Companies’ Registry within 30 days from the date of issue, that is by 05 July 2025. However, owing to the delay by the chargor in availing the funds required, the Debenture was not registered at the company’s registry by 05 July 2025 such that by the time facilitation was availed, time had lapsed.
7. That owing to the lapse of time, the Applicant bank 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 Bank, hence the instant application.
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 the floating debenture dated 27 May 2025 over all the assets of New Paleah Millers Limited , in favour of DIAMOND TRUST BANK KENYA LIMITED at the Companies Registry, be 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
24TH 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 27 May 2025 at the Companies Registry be extended by a further period of 30 days.”
2. The application is based on the grounds enumerated on the face of the application, and is supported by the affidavit of JANJO DAVID GIDEONS, an Advocate at the law firm of Messrs. Madhani Advocates LLP.
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 floating debenture dated 27 May 2025 over all the assets of New Paleah Millers Limited, in favour of DIAMOND TRUST BANK KENYA LIMITED, the Applicant herein.
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. JANJO DAVID GIDEONS, in his affidavit in support of the application, depones that pursuant to a letter of offer dated 06 March 2025 the Applicant (hereinafter the Bank) extended a financial facility of Kshs. 2,615,000.00 to New Paleah Millers Limited (Hereinafter the “Borrower”), and the facility was secured inter alia by a floating debenture dated 27 May 2025 over all the assets of New Paleah Millers Limited and later, stamp duty was paid on 05 June 2025.
6. That pursuant to section 885 of the Companies Act No. 17 of 2015, the Applicant was supposed to register the Debenture with the Companies’ Registry within 30 days from the date of issue, that is by 05 July 2025. However, owing to the delay by the chargor in availing the funds required, the Debenture was not registered at the company’s registry by 05 July 2025 such that by the time facilitation was availed, time had lapsed.
7. That owing to the lapse of time, the Applicant bank 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 Bank, hence the instant application.
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 the floating debenture dated 27 May 2025 over all the assets of New Paleah Millers Limited , in favour of DIAMOND TRUST BANK KENYA LIMITED at the Companies Registry, be 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
24TH JULY 2025
ADO MOSES
JUDGE
In the presence of: -
C/A – Moses
…N/A………...for Applicant
……N./A……...for Respondent