1. By an ex-parte Notice of Motion dated 21st July 2025, brought under among others, Sections 885 and 888(1) & (2) of the Companies Act, 2015 of the Laws of Keya, SBM BANK KENYA LIMITED, hereinafter the Applicant, seeks among others, the following orders: -
a) That this Honorable Court be pleased to extend the time for registration of the Further Charge and the Further All Asset Debenture, both dated 14th April 2025 by Messrs. Shri Krishana Overseas PLC ("the Chargor/Borrower") over Property Title Number Kajiado/Kisaju/4143, Kajiado County and All Fixed and Floating Company Assets in favour of SBM Bank Kenya Limited be registered out of time at the Companies Registry.
2. The application is based on the grounds enumerated on the face of the application, and is supported by the affidavit of SHARON CHERUTO LOMUNA, an Advocate at the law firm of Robson Harris 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 registration of the subject securities created by Messrs. Shri Krishana Overseas PLC, in favour of SBM Bank Kenya 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. SHARON CHERUTO LOMUNA, in her affidavit in support of the application, depones that the subject property being Property Title Number Kajiado/Kisaju/4143, Kajiado County, and the All-Asset Debenture created over the Company's Assets created by Messrs. Shri Krishana Overseas PLC ("the Chargor/Borrower") has been charged to SBM Bank Kenya Limited ("the Applicant') to secure a loan for the sum of Kenya Shillings Fifty-Three Million (Kshs. 53,000,000/-) only.
6. That the delay in lodging the said Further Charge and the Further All Asset Debenture for registration at the Companies Registry within the statutory period of Thirty (30) days from the date of creation of the Further Charge and the Further All Asset Debenture was occasioned by the changes in the Company's Corporate status, the company having recently undergone conversion from a Private Limited Liability to a Company to a Public Limited Company.
7. Counsel further deponed that the said Further Charge has since been registered at the Land's registry and that they now intend to lodge the same at the Companies registry for registration, hence this instant Application.
8. That since the said Further Charge has already been registered at the Land's Registry, there will be no prejudice occasioned upon any party to the Chargor by the extension of time by this Honourable Court so as to enable the Applicant register the said Further Charge at the Companies Registry in a bid to perfect the security.
9. 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.
10. 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.
11. Accordingly, I find that it is just and equitable to grant the relief sought by the Applicant. I grant the following orders:
i. That the time for registration of the Further Charge and the Further All Asset Debenture, both dated 14th April 2025 by Messrs. Shri Krishana Overseas PLC ("the Chargor/Borrower") over Property Title Number Kajiado/Kisaju/4143, Kajiado County and All Fixed and Floating Company Assets in favour of SBM Bank Kenya Limited, is hereby extended by Thirty (30) days from the date hereof.
ii. There shall be no orders as to costs.
12. It is so ordered.
SIGNED, DATED, and DELIVERED IN VIRTUAL COURT THIS
21ST JULY 2025
ADO MOSES
JUDGE
In the presence of: -
C/A – Moses
…N/A………...for Applicant
……N./A……...for Respondent
a) That this Honorable Court be pleased to extend the time for registration of the Further Charge and the Further All Asset Debenture, both dated 14th April 2025 by Messrs. Shri Krishana Overseas PLC ("the Chargor/Borrower") over Property Title Number Kajiado/Kisaju/4143, Kajiado County and All Fixed and Floating Company Assets in favour of SBM Bank Kenya Limited be registered out of time at the Companies Registry.
2. The application is based on the grounds enumerated on the face of the application, and is supported by the affidavit of SHARON CHERUTO LOMUNA, an Advocate at the law firm of Robson Harris 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 registration of the subject securities created by Messrs. Shri Krishana Overseas PLC, in favour of SBM Bank Kenya 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. SHARON CHERUTO LOMUNA, in her affidavit in support of the application, depones that the subject property being Property Title Number Kajiado/Kisaju/4143, Kajiado County, and the All-Asset Debenture created over the Company's Assets created by Messrs. Shri Krishana Overseas PLC ("the Chargor/Borrower") has been charged to SBM Bank Kenya Limited ("the Applicant') to secure a loan for the sum of Kenya Shillings Fifty-Three Million (Kshs. 53,000,000/-) only.
6. That the delay in lodging the said Further Charge and the Further All Asset Debenture for registration at the Companies Registry within the statutory period of Thirty (30) days from the date of creation of the Further Charge and the Further All Asset Debenture was occasioned by the changes in the Company's Corporate status, the company having recently undergone conversion from a Private Limited Liability to a Company to a Public Limited Company.
7. Counsel further deponed that the said Further Charge has since been registered at the Land's registry and that they now intend to lodge the same at the Companies registry for registration, hence this instant Application.
8. That since the said Further Charge has already been registered at the Land's Registry, there will be no prejudice occasioned upon any party to the Chargor by the extension of time by this Honourable Court so as to enable the Applicant register the said Further Charge at the Companies Registry in a bid to perfect the security.
9. 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.
10. 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.
11. Accordingly, I find that it is just and equitable to grant the relief sought by the Applicant. I grant the following orders:
i. That the time for registration of the Further Charge and the Further All Asset Debenture, both dated 14th April 2025 by Messrs. Shri Krishana Overseas PLC ("the Chargor/Borrower") over Property Title Number Kajiado/Kisaju/4143, Kajiado County and All Fixed and Floating Company Assets in favour of SBM Bank Kenya Limited, is hereby extended by Thirty (30) days from the date hereof.
ii. There shall be no orders as to costs.
12. It is so ordered.
SIGNED, DATED, and DELIVERED IN VIRTUAL COURT THIS
21ST JULY 2025
ADO MOSES
JUDGE
In the presence of: -
C/A – Moses
…N/A………...for Applicant
……N./A……...for Respondent