1. By an ex-parte Notice of Motion dated 10th July 2025, brought under Sections 885, 887 and 888 of the Companies Act, 2015 of the Laws of Keya and Rule 8 of the Companies (High Court Rules), RAMA AUTO PARTS LIMITED, hereinafter the Applicant, seeks the following orders: -
a) The court extends time for the registration at the Company Registry of the fourth further charge dated 20/05/2025 over property Title number Nairobi/Block50/601 against Rama Auto Parts Limited.
b) The costs of this Application be in the cause.
2. The application is based on the grounds enumerated on the face of the application, and is supported by the affidavit of JAMILA HASSAN, an Advocate at the law firm of Abdullahi Gitari & Odhiambo Advocates LLP.
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 the registration at the Company Registry of the fourth further charge dated 20/05/2025 over property Title number Nairobi/Block50/601 against Rama Auto Parts 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. JAMILA HASSAN , in her affidavit in support of the application, depones that a fourth legal charge in the sum of Kshs 25,000,000.00 was created over Title Number Nairobi/Block 50/601 by Rama Auto Parts Limited in favour of DIB Bank Kenya Limited. She produced a copy of the said charge as annex “JH-1.”
6. Counsel further deponed that following the execution of the charge, they lodged the charge document for registration at the Lands Registry on 20th May 2025, and the charge was subsequently registered on 18th June 2025.
7. That despite the registration being completed on 18th June 2025, it was not until 1st July 2025 that Counsel received official notification from the Lands Registry, and collected the title document on 3rd July 2025. Upon presentation of the documents, they were informed that the statutory period of 30 days for registering a charge under the Companies Act had lapsed, hence this application.
8. 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 effect registration at the Company Registry of the fourth further charge dated 20/05/2025 over property Title number Nairobi/Block50/601 against Rama Auto Parts Limited 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 at the Company Registry of the fourth further charge dated 20/05/2025 over property Title number Nairobi/Block50/601 against Rama Auto Parts Limited, is hereby extended for a period of 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
15TH JULY 2025
ADO MOSES
JUDGE
a) The court extends time for the registration at the Company Registry of the fourth further charge dated 20/05/2025 over property Title number Nairobi/Block50/601 against Rama Auto Parts Limited.
b) The costs of this Application be in the cause.
2. The application is based on the grounds enumerated on the face of the application, and is supported by the affidavit of JAMILA HASSAN, an Advocate at the law firm of Abdullahi Gitari & Odhiambo Advocates LLP.
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 the registration at the Company Registry of the fourth further charge dated 20/05/2025 over property Title number Nairobi/Block50/601 against Rama Auto Parts 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. JAMILA HASSAN , in her affidavit in support of the application, depones that a fourth legal charge in the sum of Kshs 25,000,000.00 was created over Title Number Nairobi/Block 50/601 by Rama Auto Parts Limited in favour of DIB Bank Kenya Limited. She produced a copy of the said charge as annex “JH-1.”
6. Counsel further deponed that following the execution of the charge, they lodged the charge document for registration at the Lands Registry on 20th May 2025, and the charge was subsequently registered on 18th June 2025.
7. That despite the registration being completed on 18th June 2025, it was not until 1st July 2025 that Counsel received official notification from the Lands Registry, and collected the title document on 3rd July 2025. Upon presentation of the documents, they were informed that the statutory period of 30 days for registering a charge under the Companies Act had lapsed, hence this application.
8. 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 effect registration at the Company Registry of the fourth further charge dated 20/05/2025 over property Title number Nairobi/Block50/601 against Rama Auto Parts Limited 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 at the Company Registry of the fourth further charge dated 20/05/2025 over property Title number Nairobi/Block50/601 against Rama Auto Parts Limited, is hereby extended for a period of 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
15TH JULY 2025
ADO MOSES
JUDGE