' 1. By an ex parte Notice of Motion dated 12th September 2025, brought under, among others, Sections 887, 885 and 888(1) & (2) of the Companies Act, 2015 of the Laws of Keya, PRIME BANK LIMITED, hereinafter the Applicant, seeks, among others, orders that: -
a) The time for registration of the Charge dated 27th May, 2025, be extended by 30 days from the date of the Order herein or such other period as the Court shall deem fit.
2. The application is based on the grounds enumerated on the face of the application, and is supported by the affidavit of WANJIKU NDUNGU, an Advocate at the law firm of Mahida & Maina Company Advocates, having conduct of the matter on behalf of the Applicant.
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 charge created by Messrs. Tina General Hardware Limited (the Borrower) in favour of Prime Bank 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. Ms. WANJIKU NDUNGU, in her affidavit in support of the application, depones that the subject property, being Godown number 3 erected on Land Reference Number: 1713/384 (Original number 1713/381), Ruiru, has been charged to the Applicant to secure a loan of Kshs. 18,300,000.00/- to be utilized in financing the purchase of Godown number 3 erected on Land Reference Number: 1713/384 (Original number 1713/381), Ruiru.
6. That the delay in presenting the Charge for registration at the Companies'' registry was occasioned by the delay in registration and release of the security documents at the Lands Registry and the delay was unintentional on the part of the Applicant and the Borrower and beyond their control.
7. 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.
8. Further, I find no evidence that the granting of the prayers sought will in any way prejudice the creditors or members of the Applicant Company. Consequently, it is just, fair, 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 27th May 2025 over Godown number 3 erected on Land Reference Number: 1713/384 (Original number 1713/381), Ruiru, is hereby extended by Thirty (30) days from the date hereof.
ii. There shall be no orders as to costs..
9. It is so ordered.
SIGNED, DATED, and DELIVERED IN VIRTUAL COURT THIS
17TH SEPTEMBER 2025
ADO MOSES
JUDGE
In the presence of: -
C/A – Moses
…N/A………...for Applicant
……N./A……...for Respondent
'
a) The time for registration of the Charge dated 27th May, 2025, be extended by 30 days from the date of the Order herein or such other period as the Court shall deem fit.
2. The application is based on the grounds enumerated on the face of the application, and is supported by the affidavit of WANJIKU NDUNGU, an Advocate at the law firm of Mahida & Maina Company Advocates, having conduct of the matter on behalf of the Applicant.
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 charge created by Messrs. Tina General Hardware Limited (the Borrower) in favour of Prime Bank 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. Ms. WANJIKU NDUNGU, in her affidavit in support of the application, depones that the subject property, being Godown number 3 erected on Land Reference Number: 1713/384 (Original number 1713/381), Ruiru, has been charged to the Applicant to secure a loan of Kshs. 18,300,000.00/- to be utilized in financing the purchase of Godown number 3 erected on Land Reference Number: 1713/384 (Original number 1713/381), Ruiru.
6. That the delay in presenting the Charge for registration at the Companies'' registry was occasioned by the delay in registration and release of the security documents at the Lands Registry and the delay was unintentional on the part of the Applicant and the Borrower and beyond their control.
7. 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.
8. Further, I find no evidence that the granting of the prayers sought will in any way prejudice the creditors or members of the Applicant Company. Consequently, it is just, fair, 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 27th May 2025 over Godown number 3 erected on Land Reference Number: 1713/384 (Original number 1713/381), Ruiru, is hereby extended by Thirty (30) days from the date hereof.
ii. There shall be no orders as to costs..
9. It is so ordered.
SIGNED, DATED, and DELIVERED IN VIRTUAL COURT THIS
17TH SEPTEMBER 2025
ADO MOSES
JUDGE
In the presence of: -
C/A – Moses
…N/A………...for Applicant
……N./A……...for Respondent
'