1. By an ex-parte Notice of Motion dated 1st July 2025, brought under Sections 888 (1) and (2) of the Companies Act, 2015 of the Laws of Keya and Rule 8 of the Companies (High Court Rules), DIB BANK (KENYA) LIMITED, hereinafter the applicant, seeks the following orders: -
i. That this Honourable Court be pleased to extend the time for registration of a Discharge of Charge dated 14th October 2024 over Office suite No.1D Situate at Design Centre. Erected on Land Reference Number 209/17226, executed by the Business Partners International Kenya (II)Limited in favour of New Age Technology Limited.
ii. That this Honourable Court be pleased to extend the time for registration of a Legal Charge dated 14th October,2024, over Office suite No.1D Situate at Design Centre, Erected on Land Reference Number 209/17226 for purposes of securing a Loan Facility, for Kenya Shillings Nine Million Three Hundred and Seventy-Five Thousand (Kshs. 9,375,000/-) executed by New Age Technology Limited (Company) in favour of DIB Bank (Kenya)Limited.
2. The application is based on the grounds enumerated on the face of the application, and is supported by the affidavit of NJOKI GITHONGO, an Advocate at the law firm of Kimondo Gachoka 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 within which to register a discharge over Land Reference Number 209/17226 and, also to extend the period within which register a Charge over the same property in favour of DIB Bank (Kenya)Limited.
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. Ms. NJOKI GITHONGO in her affidavit in support of the application, depones that on 3rd July 2024, her law firm received instructions from the Applicant to create and register a Legal Charge over Office Suite No. 1D, situate at Design Centre, erected on Land Reference Number 209/17226, in favour of DIB Bank (Kenya) Limited to secure a Ioan facility for Kenya Shillings Nine Million Three Hundred and Seventy-Five Thousand (Kshs.9,375,000/-).
6. That upon receipt of the instructions, they proceeded to prepare a Discharge of Charge and Legal Charge, had the same executed by the relevant parties and subsequently stamped on the 14th October,2024, in preparation for the registration of the Discharge and the Charge. However, upon presentation of the Discharge and Charge at the Lands Registry, it came to light that the copy of Lease held, was not an original one.
7. The above, according to Ms. Githongo, necessitated the need to commence the process of application, which culminated in the issuance of a provisional Certificate of Lease over the property on 9th June 2025, by which time the thirty (30) days within which the documents were required to be registered according to Section 885 of the Companies Act 2015, had since expired, thereby necessitating the instant application.
8. In the premises, the Applicant seeks this Court’s extension of time to register both the Discharge of Charge and the Legal Charge over the subject property.
9. It is therefore the Applicant’s position that it would be fair and just that the statutory period within which to register both the Discharge of Charge and the Legal Charge over the subject property be extended.
10. I have 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 register both the Discharge of Charge and the Legal Charge over the subject property within the timelines authorized in law was not intentional, that the delay has been fully and satisfactorily explained.
11. 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.
12. Accordingly, I find that it is just and equitable to grant the relief sought by the Applicant. I grant the following orders:-
i. The period registration of a Discharge of Charge dated 14th October 2024 over Office suite No.1D Situate at Design Centre. Erected on Land Reference Number 209/17226, executed by the Business Partners International Kenya (II)Limited in favour of New Age Technology Limited, is hereby extended for a period of thirty (30) days from the date hereof.
ii. The period of registration of a Legal Charge dated 14th October,2024, over Office suite No.1D Situate at Design Centre, Erected on Land Reference Number 209/17226 for purposes of securing a Loan Facility, for Kenya Shillings Nine Million Three Hundred and Seventy-Five Thousand (Kshs. 9,375,000/-) executed by New Age Technology Limited (Company) in favour of DIB Bank (Kenya)Limited, is hereby extended for a period of thirty (30) days from the date hereof.
iii. Once so registered, both the Discharge of charge and the Legal Charge in (i) and (ii) above shall be deemed to have been filed with the Registrar of Companies in compliance with the Companies Act 2015.
iv. There shall be no orders as to costs.
13. This file is closed.
14. It is so ordered.
SIGNED, DATED and DELIVERED IN VIRTUAL COURT THIS
4TH JULY 2025
ADO MOSES
JUDGE
i. That this Honourable Court be pleased to extend the time for registration of a Discharge of Charge dated 14th October 2024 over Office suite No.1D Situate at Design Centre. Erected on Land Reference Number 209/17226, executed by the Business Partners International Kenya (II)Limited in favour of New Age Technology Limited.
ii. That this Honourable Court be pleased to extend the time for registration of a Legal Charge dated 14th October,2024, over Office suite No.1D Situate at Design Centre, Erected on Land Reference Number 209/17226 for purposes of securing a Loan Facility, for Kenya Shillings Nine Million Three Hundred and Seventy-Five Thousand (Kshs. 9,375,000/-) executed by New Age Technology Limited (Company) in favour of DIB Bank (Kenya)Limited.
2. The application is based on the grounds enumerated on the face of the application, and is supported by the affidavit of NJOKI GITHONGO, an Advocate at the law firm of Kimondo Gachoka 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 within which to register a discharge over Land Reference Number 209/17226 and, also to extend the period within which register a Charge over the same property in favour of DIB Bank (Kenya)Limited.
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. Ms. NJOKI GITHONGO in her affidavit in support of the application, depones that on 3rd July 2024, her law firm received instructions from the Applicant to create and register a Legal Charge over Office Suite No. 1D, situate at Design Centre, erected on Land Reference Number 209/17226, in favour of DIB Bank (Kenya) Limited to secure a Ioan facility for Kenya Shillings Nine Million Three Hundred and Seventy-Five Thousand (Kshs.9,375,000/-).
6. That upon receipt of the instructions, they proceeded to prepare a Discharge of Charge and Legal Charge, had the same executed by the relevant parties and subsequently stamped on the 14th October,2024, in preparation for the registration of the Discharge and the Charge. However, upon presentation of the Discharge and Charge at the Lands Registry, it came to light that the copy of Lease held, was not an original one.
7. The above, according to Ms. Githongo, necessitated the need to commence the process of application, which culminated in the issuance of a provisional Certificate of Lease over the property on 9th June 2025, by which time the thirty (30) days within which the documents were required to be registered according to Section 885 of the Companies Act 2015, had since expired, thereby necessitating the instant application.
8. In the premises, the Applicant seeks this Court’s extension of time to register both the Discharge of Charge and the Legal Charge over the subject property.
9. It is therefore the Applicant’s position that it would be fair and just that the statutory period within which to register both the Discharge of Charge and the Legal Charge over the subject property be extended.
10. I have 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 register both the Discharge of Charge and the Legal Charge over the subject property within the timelines authorized in law was not intentional, that the delay has been fully and satisfactorily explained.
11. 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.
12. Accordingly, I find that it is just and equitable to grant the relief sought by the Applicant. I grant the following orders:-
i. The period registration of a Discharge of Charge dated 14th October 2024 over Office suite No.1D Situate at Design Centre. Erected on Land Reference Number 209/17226, executed by the Business Partners International Kenya (II)Limited in favour of New Age Technology Limited, is hereby extended for a period of thirty (30) days from the date hereof.
ii. The period of registration of a Legal Charge dated 14th October,2024, over Office suite No.1D Situate at Design Centre, Erected on Land Reference Number 209/17226 for purposes of securing a Loan Facility, for Kenya Shillings Nine Million Three Hundred and Seventy-Five Thousand (Kshs. 9,375,000/-) executed by New Age Technology Limited (Company) in favour of DIB Bank (Kenya)Limited, is hereby extended for a period of thirty (30) days from the date hereof.
iii. Once so registered, both the Discharge of charge and the Legal Charge in (i) and (ii) above shall be deemed to have been filed with the Registrar of Companies in compliance with the Companies Act 2015.
iv. There shall be no orders as to costs.
13. This file is closed.
14. It is so ordered.
SIGNED, DATED and DELIVERED IN VIRTUAL COURT THIS
4TH JULY 2025
ADO MOSES
JUDGE