1. By an ex-parte Notice of Motion dated 18th July 2025, brought under Sections 885 and 888(1) & (2) of the Companies Act, 2015 of the Laws of Keya, NCBA BANK KENYA PLC, hereinafter the Applicant, seeks the following orders: -
"a) That this Honorable Court be pleased to extend the time for registration of the Two Further Charges, dated 7th April 2025, over Title Number Mavoko Town Block 12/9913 and Title Number Mavoko Town Block 12/9922 1/100. Each Further Charge was executed to secure an additional facility for Kenya Shillings Two Hundred and Forty Thousand Only (Kshs.240,000/-), by Junky Bins Company Limited (the “Company ") in favour of NCBA Bank Kenya Plc, by Thirty (30) days from the date hereof."
2. The application is based on the grounds enumerated on the face of the application, and is supported by the affidavit of MWANGI GITHINJI, an Advocate at the law firm of Kimondo Gachoka & Company 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 for registration of the Two Further Charges, dated 7th April 2025, over Title Number Mavoko Town Block 12/9913 and Title Number Mavoko Town Block 12/9922 1/100, created by Junky Bins Company Limited, in favour of NCBA Bank Kenya Plc, 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. MWANGI GITHINJI, in her affidavit in support of the application, depones that on 16th January,2025 we received instructions from the Applicant to create and register Two Further Charges over Title Number Mavoko Town Block 12/9913 and Title Number Mavoko Town Block 12/9922 1/100, for purposes of securing a Loan Facility, in the sum of Kenya Shillings Two Hundred and Forty Thousand Only and (Kshs.240,000/-) for each property, advanced by the Applicant herein to Junky Bins Company Limited.
6. That following registration of the Two Further Charges at the Lands registry, there was need to consolidate the necessary documentation, verify the particulars for compliance, and attend to internal administrative steps, before presentation for registration at the Companies registry.
7. Mr. Mwangi further deponed that upon presentation of the Counterparts of the Two Further Charges, at the Companies Registry for purposes of registration, they were advised that the Thirty (30) days within which we were required to register the said documents, according to Section 885 of the Companies Act 2015, had expired. 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 legal charges over the properties 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. The period for registration of the Two Further Charges, dated 7th April 2025, over Title Number Mavoko Town Block 12/9913 and Title Number Mavoko Town Block 12/9922 1/100, each executed to secure an additional facility for Kenya Shillings Two Hundred and Forty Thousand Only (Kshs.240,000/-), by Junky Bins Company Limited (the “Company ") in favour of NCBA Bank Kenya Plc, is hereby 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
21ST JULY 2025
ADO MOSES
JUDGE
"a) That this Honorable Court be pleased to extend the time for registration of the Two Further Charges, dated 7th April 2025, over Title Number Mavoko Town Block 12/9913 and Title Number Mavoko Town Block 12/9922 1/100. Each Further Charge was executed to secure an additional facility for Kenya Shillings Two Hundred and Forty Thousand Only (Kshs.240,000/-), by Junky Bins Company Limited (the “Company ") in favour of NCBA Bank Kenya Plc, by Thirty (30) days from the date hereof."
2. The application is based on the grounds enumerated on the face of the application, and is supported by the affidavit of MWANGI GITHINJI, an Advocate at the law firm of Kimondo Gachoka & Company 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 for registration of the Two Further Charges, dated 7th April 2025, over Title Number Mavoko Town Block 12/9913 and Title Number Mavoko Town Block 12/9922 1/100, created by Junky Bins Company Limited, in favour of NCBA Bank Kenya Plc, 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. MWANGI GITHINJI, in her affidavit in support of the application, depones that on 16th January,2025 we received instructions from the Applicant to create and register Two Further Charges over Title Number Mavoko Town Block 12/9913 and Title Number Mavoko Town Block 12/9922 1/100, for purposes of securing a Loan Facility, in the sum of Kenya Shillings Two Hundred and Forty Thousand Only and (Kshs.240,000/-) for each property, advanced by the Applicant herein to Junky Bins Company Limited.
6. That following registration of the Two Further Charges at the Lands registry, there was need to consolidate the necessary documentation, verify the particulars for compliance, and attend to internal administrative steps, before presentation for registration at the Companies registry.
7. Mr. Mwangi further deponed that upon presentation of the Counterparts of the Two Further Charges, at the Companies Registry for purposes of registration, they were advised that the Thirty (30) days within which we were required to register the said documents, according to Section 885 of the Companies Act 2015, had expired. 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 legal charges over the properties 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. The period for registration of the Two Further Charges, dated 7th April 2025, over Title Number Mavoko Town Block 12/9913 and Title Number Mavoko Town Block 12/9922 1/100, each executed to secure an additional facility for Kenya Shillings Two Hundred and Forty Thousand Only (Kshs.240,000/-), by Junky Bins Company Limited (the “Company ") in favour of NCBA Bank Kenya Plc, is hereby 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
21ST JULY 2025
ADO MOSES
JUDGE