' 1. Before this Court for determination is the ex parte Notice of Motion dated 30th October 2025, brought under Sections 884, 875 (1) and 889 of the Companies Act 2015, Order 51 Rule 51 of the Civil Procedure Rules 2010, Section 1A and 3A of the Civil Procedure Act, DIAMOND TRUST BANK LIMITED, hereinafter the Applicant, seeks, in the main, the following orders: -
i. That this Honourable Court be pleased to issue Orders that the Charge dated 26th September, 2025 by Messrs. Galactus Limited ("the Chargor") and That this Honourable Court be pleased to issue Orders the Borrower") over Property Title Number Nairobi/Block23/892, Nairobi County in favour of Diamond Trust Bank Kenya Limited ("the Applicant") be extended for a further period of 30 days.
ii. That this Honourable Court be pleased to issue Orders to the effect that the Charge Created by Messrs. Galactus Limited (“the Chargor”) and Vitalac International Limited (“the Borrower”) over Property Title Number Nairobi/Block23/892, Nairobi County in favour of Diamond Trust Bank Kenya Limited be deemed as registered pursuant to the requirements of the Companies Act, No. 17 of 2025, and more particularly Sections 878, 884, 885 and 889 of the said Companies Act, 2015..
2. The application is based on the grounds enumerated on the face of the application, and supported by the affidavit of Sharon Cheruto Lomuna, an Advocate at the law firm of M/s Robson Harris Advocates LLP.
3. It is apparent from the pleadings that the substratum of the Application is a prayer for extension of time within which to register the Charge Created by the Chargor and Vitalac International Limited over Property Title Number Nairobi/Block23/892, Nairobi County, in favour of Diamond Trust Bank Kenya Limited to secure United States Dollars (USD 3,000,000).
4. Section 888 of the Companies Act 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. In re Application for Extension of time for Registration of a Charge by Silverspead Hardwares Limited in Favour of Bank of Baroda (Kenya) Limited [2021] KEELC 2015 (KLR), it was held that courts have wide discretion to extend time so as to retrieve the situation in deserving cases.
6. Further, in Tensenses Africa (EPZ) Limited & 2 others v Registrar of Companies (Miscellaneous Civil Application E648 of 2025) [2025] KEHC 9961 (KLR) (Commercial and Tax) (10 July 2025) (Ruling), the Court (BK Njoroge J) stated as follows regarding the object of an application for extension of time for registration of a Charge: -
“The purpose of registering a charge with the Registrar of Companies is to protect the interests of the chargee—in this case, the Applicants—as well as the general body of creditors, in accordance with the established principles governing a company''s assets and liabilities. Failure to register a charge may result in serious consequences, particularly affecting the chargee’s right of recourse against the charged property. Nonetheless, inadvertent mistakes or procedural delays should not operate to deprive a chargee of the benefit of an otherwise validly created charge. To do so would be contrary to the spirit and intent of Article 159 of the Constitution of Kenya and the provisions of the Companies Act, 2015, which emphasize the need to administer justice without undue regard to procedural technicalities.”
7. In the present case, having duly considered the application, the affidavit in support thereof, and the applicable law, I find no reason to warrant the denial of the orders sought. It is evident from the supporting affidavit that the delay in registering the Charge at the Companies Registry was occasioned by the delay in completion of the Application on the Ardhisasa Platform, with no fault on the part of the Applicant.
8. 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.
Final Orders
9. 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 Charge dated 26th September 2025, created by Messrs. Galactus Limited (“the Chargor”) and Vitalac International Limited (“the Borrower”) over Property Title Number Nairobi/Block23/892, Nairobi County in favour of Diamond Trust Bank Kenya Limited, is hereby extended for a period of thirty (30) days.
ii. It is further ordered that upon registration of the said Charge within the extended period, the Charge shall be deemed to have been duly filed with the Registrar of Companies in full compliance with the Companies Act, 2015.
iii. Given the nature of the Application, there shall be orders as to costs.
10. It is so ordered.
SIGNED, DATED, and DELIVERED IN VIRTUAL COURT THIS
31ST OCTOBER 2025
ADO MOSES
JUDGE
In the presence of:
N/A for the Applicants.
Mr. Moses– Court Assistan t
'
i. That this Honourable Court be pleased to issue Orders that the Charge dated 26th September, 2025 by Messrs. Galactus Limited ("the Chargor") and That this Honourable Court be pleased to issue Orders the Borrower") over Property Title Number Nairobi/Block23/892, Nairobi County in favour of Diamond Trust Bank Kenya Limited ("the Applicant") be extended for a further period of 30 days.
ii. That this Honourable Court be pleased to issue Orders to the effect that the Charge Created by Messrs. Galactus Limited (“the Chargor”) and Vitalac International Limited (“the Borrower”) over Property Title Number Nairobi/Block23/892, Nairobi County in favour of Diamond Trust Bank Kenya Limited be deemed as registered pursuant to the requirements of the Companies Act, No. 17 of 2025, and more particularly Sections 878, 884, 885 and 889 of the said Companies Act, 2015..
2. The application is based on the grounds enumerated on the face of the application, and supported by the affidavit of Sharon Cheruto Lomuna, an Advocate at the law firm of M/s Robson Harris Advocates LLP.
3. It is apparent from the pleadings that the substratum of the Application is a prayer for extension of time within which to register the Charge Created by the Chargor and Vitalac International Limited over Property Title Number Nairobi/Block23/892, Nairobi County, in favour of Diamond Trust Bank Kenya Limited to secure United States Dollars (USD 3,000,000).
4. Section 888 of the Companies Act 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. In re Application for Extension of time for Registration of a Charge by Silverspead Hardwares Limited in Favour of Bank of Baroda (Kenya) Limited [2021] KEELC 2015 (KLR), it was held that courts have wide discretion to extend time so as to retrieve the situation in deserving cases.
6. Further, in Tensenses Africa (EPZ) Limited & 2 others v Registrar of Companies (Miscellaneous Civil Application E648 of 2025) [2025] KEHC 9961 (KLR) (Commercial and Tax) (10 July 2025) (Ruling), the Court (BK Njoroge J) stated as follows regarding the object of an application for extension of time for registration of a Charge: -
“The purpose of registering a charge with the Registrar of Companies is to protect the interests of the chargee—in this case, the Applicants—as well as the general body of creditors, in accordance with the established principles governing a company''s assets and liabilities. Failure to register a charge may result in serious consequences, particularly affecting the chargee’s right of recourse against the charged property. Nonetheless, inadvertent mistakes or procedural delays should not operate to deprive a chargee of the benefit of an otherwise validly created charge. To do so would be contrary to the spirit and intent of Article 159 of the Constitution of Kenya and the provisions of the Companies Act, 2015, which emphasize the need to administer justice without undue regard to procedural technicalities.”
7. In the present case, having duly considered the application, the affidavit in support thereof, and the applicable law, I find no reason to warrant the denial of the orders sought. It is evident from the supporting affidavit that the delay in registering the Charge at the Companies Registry was occasioned by the delay in completion of the Application on the Ardhisasa Platform, with no fault on the part of the Applicant.
8. 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.
Final Orders
9. 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 Charge dated 26th September 2025, created by Messrs. Galactus Limited (“the Chargor”) and Vitalac International Limited (“the Borrower”) over Property Title Number Nairobi/Block23/892, Nairobi County in favour of Diamond Trust Bank Kenya Limited, is hereby extended for a period of thirty (30) days.
ii. It is further ordered that upon registration of the said Charge within the extended period, the Charge shall be deemed to have been duly filed with the Registrar of Companies in full compliance with the Companies Act, 2015.
iii. Given the nature of the Application, there shall be orders as to costs.
10. It is so ordered.
SIGNED, DATED, and DELIVERED IN VIRTUAL COURT THIS
31ST OCTOBER 2025
ADO MOSES
JUDGE
In the presence of:
N/A for the Applicants.
Mr. Moses– Court Assistan t
'