RULING
1. The Applicant, Bank of Baroda, moved the Court by a Notice of Motion dated 28 th July 2026, brought inter alia under sections 885(1), (a), 888 (1) and 888(2) of the Companies Act 2015, Rule 8(b) of the Companies (High Court) Rules, sections 1A,1B and 3A of the Civil Procedure Act, Order 50 Rule 6 of the Civil Procedure Rules seeking an order extending time for presentation of a Further Charge dated 28 th January 2026 at the Companies Registry.
2. The application is supported by the affidavit of Vikram Chhotalal Kanji.
3. The grounds advanced are that, although the further charge was duly registered at the Lands Registry, by the time it was registered and released to the Applicant’s advocates, the statutory 30-day period within which to present the further charge with the Companies Registry had expired.
4. That the omission was therefore beyond the Applicant’s control and that it is just and expedient for the time to be extended.
5. That no prejudice will be caused to either the shareholders or creditors of the company if the Bank is allowed to present the further charge at the Companies Registry after the expiry of the statutory period.
6. That there is an existing charge against the title, duly registered at the Companies Registry.
7. I have considered the application, the supporting affidavit and annexures thereto.
8. The provisions of section 888 of the Companies Act empower the Court, where it is satisfied that the failure to register a charge within the prescribed period was accidental, due to inadvertence or some other sufficient cause and where no prejudice would be occasioned to creditors or members of the company, to extend time for registration on such terms as it considers just.
9. In National Bank of Kenya Ltd -vs-Michael Ndungu (2018) eKLR, it was held that where a delay is explained, and no third-party interests are prejudiced, the Court should favour the perfection of substantive security interests over procedural technicalities.
10. The evidence before this court is that the further charge was executed and registered at the Lands Registry within time but was not subsequently presented for registration at the Companies Registry within the prescribed statutory period.
11. The reason proffered by the Applicant is that the documents were returned to them late by the Lands Registry, which prevented them from complying with the statutory period.
12. In the circumstances, I cannot discern a deliberate attempt to disregard the law or any intention to defeat the rights of creditors, members or third parties on the part of the Applicant.
13. On the other hand, failure to grant the orders sought may expose both the Chargee and Chargor to unnecessary prejudice given that the security documentation requires complete registration in the relevant registries to achieve its intended legal effect.
14. I am satisfied that the delay has been sufficiently explained and that it is an appropriate case for the exercise of discretion under section 888 of the Companies Act in favour of the Applicant.
I therefore order as follows:
A. The Notice of Motion dated 28 th July 2026 is hereby allowed:
B. The Further Charge dated 28 th January 2026 shall be lodged for registration at the Companies Registry within 30 days from the date of this ruling:
C. The Registrar of Companies shall register the Further Charge as if it had been lodged within the prescribed statutory period.
D. The Ex parte applicant shall bear their own costs of the application.
E. The file to be marked as closed.
Dated, signed and delivered at Mombasa this 3 rd day of August 2026
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1. The Applicant, Bank of Baroda, moved the Court by a Notice of Motion dated 28 th July 2026, brought inter alia under sections 885(1), (a), 888 (1) and 888(2) of the Companies Act 2015, Rule 8(b) of the Companies (High Court) Rules, sections 1A,1B and 3A of the Civil Procedure Act, Order 50 Rule 6 of the Civil Procedure Rules seeking an order extending time for presentation of a Further Charge dated 28 th January 2026 at the Companies Registry.
2. The application is supported by the affidavit of Vikram Chhotalal Kanji.
3. The grounds advanced are that, although the further charge was duly registered at the Lands Registry, by the time it was registered and released to the Applicant’s advocates, the statutory 30-day period within which to present the further charge with the Companies Registry had expired.
4. That the omission was therefore beyond the Applicant’s control and that it is just and expedient for the time to be extended.
5. That no prejudice will be caused to either the shareholders or creditors of the company if the Bank is allowed to present the further charge at the Companies Registry after the expiry of the statutory period.
6. That there is an existing charge against the title, duly registered at the Companies Registry.
7. I have considered the application, the supporting affidavit and annexures thereto.
8. The provisions of section 888 of the Companies Act empower the Court, where it is satisfied that the failure to register a charge within the prescribed period was accidental, due to inadvertence or some other sufficient cause and where no prejudice would be occasioned to creditors or members of the company, to extend time for registration on such terms as it considers just.
9. In National Bank of Kenya Ltd -vs-Michael Ndungu (2018) eKLR, it was held that where a delay is explained, and no third-party interests are prejudiced, the Court should favour the perfection of substantive security interests over procedural technicalities.
10. The evidence before this court is that the further charge was executed and registered at the Lands Registry within time but was not subsequently presented for registration at the Companies Registry within the prescribed statutory period.
11. The reason proffered by the Applicant is that the documents were returned to them late by the Lands Registry, which prevented them from complying with the statutory period.
12. In the circumstances, I cannot discern a deliberate attempt to disregard the law or any intention to defeat the rights of creditors, members or third parties on the part of the Applicant.
13. On the other hand, failure to grant the orders sought may expose both the Chargee and Chargor to unnecessary prejudice given that the security documentation requires complete registration in the relevant registries to achieve its intended legal effect.
14. I am satisfied that the delay has been sufficiently explained and that it is an appropriate case for the exercise of discretion under section 888 of the Companies Act in favour of the Applicant.
I therefore order as follows:
A. The Notice of Motion dated 28 th July 2026 is hereby allowed:
B. The Further Charge dated 28 th January 2026 shall be lodged for registration at the Companies Registry within 30 days from the date of this ruling:
C. The Registrar of Companies shall register the Further Charge as if it had been lodged within the prescribed statutory period.
D. The Ex parte applicant shall bear their own costs of the application.
E. The file to be marked as closed.
Dated, signed and delivered at Mombasa this 3 rd day of August 2026
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