1. By an ex parte application dated 3rd March 2025, brought under among others, Sections 96(2), 542, 550, 553 and 885 of the Companies Act 2015, VAST EMPIRE LIMITED, hereinafter the applicant, seeks extension of time for thirty (30) days to allow for the registration of the Charge over DAGORETTI/MUTUINI 1688 in the name of the Applicant, in favour of KCB Bank Kenya Limited.
2. The application is said to be based on the grounds on the face of the application and is supported by the affidavit of CAROLINE NJOKI, an Advocate.
3. I have carefully perused and considered the application and note that the substratum of the application is the prayer for extension of time within which to register the charge in question in favour of KCB BANK LIMITED, to secure a loan facility.
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. In her affidavit in support of the application, Counsel for the Applicant deponed that her firm was instructed by KCB Bank Limited to register a Charge over DAGORETTI/MUTUINI 1688 in the name of the Applicant, in favour of the Bank to secure advances.
6. It was further Ms. Njeri’s position that by the time they commenced registration of the security documents, the parcel had not been gazetted for conversion and that they had to seek a letter of no objection from the Director of Survey and authority from the Registrar of Lands to register the Charge manually. That the process of manual registration has taken longer than initially anticipated, and that they only commenced registration of the security documents on the Ardhisasa platform on 27th May 2025, thereby necessitating this application.
7. It is therefore the Applicant’s position that it would be fair and just that the statutory period be extended as prayed to enable facilitation of the charge.
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 register the Charge within the timelines authorized in law was not intentional and there is no evidence that the granting of the prayers sought will in any way prejudice the creditors or members of the Applicant Company.
9. 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 of registration of the Charge over DAGORETTI/MUTUINI 1688 in the name of the Applicant, in favour of the KCB Bank Limited, is hereby extended for a period of thirty (30) days from the date hereof.
ii. Once the Charge is so registered, that charge shall be deemed to have been filed with the Registrar of Companies in compliance with the Companies Act 2015.
iii. There shall be no orders as to costs.
10. This file is closed.
11. It is so ordered.
SIGNED, DATED and DELIVERED IN VIRTUAL COURT THIS
3RD JUNE 2025
ADO MOSES
JUDGE
2. The application is said to be based on the grounds on the face of the application and is supported by the affidavit of CAROLINE NJOKI, an Advocate.
3. I have carefully perused and considered the application and note that the substratum of the application is the prayer for extension of time within which to register the charge in question in favour of KCB BANK LIMITED, to secure a loan facility.
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. In her affidavit in support of the application, Counsel for the Applicant deponed that her firm was instructed by KCB Bank Limited to register a Charge over DAGORETTI/MUTUINI 1688 in the name of the Applicant, in favour of the Bank to secure advances.
6. It was further Ms. Njeri’s position that by the time they commenced registration of the security documents, the parcel had not been gazetted for conversion and that they had to seek a letter of no objection from the Director of Survey and authority from the Registrar of Lands to register the Charge manually. That the process of manual registration has taken longer than initially anticipated, and that they only commenced registration of the security documents on the Ardhisasa platform on 27th May 2025, thereby necessitating this application.
7. It is therefore the Applicant’s position that it would be fair and just that the statutory period be extended as prayed to enable facilitation of the charge.
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 register the Charge within the timelines authorized in law was not intentional and there is no evidence that the granting of the prayers sought will in any way prejudice the creditors or members of the Applicant Company.
9. 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 of registration of the Charge over DAGORETTI/MUTUINI 1688 in the name of the Applicant, in favour of the KCB Bank Limited, is hereby extended for a period of thirty (30) days from the date hereof.
ii. Once the Charge is so registered, that charge shall be deemed to have been filed with the Registrar of Companies in compliance with the Companies Act 2015.
iii. There shall be no orders as to costs.
10. This file is closed.
11. It is so ordered.
SIGNED, DATED and DELIVERED IN VIRTUAL COURT THIS
3RD JUNE 2025
ADO MOSES
JUDGE