Masafi Fruits and Veg. Limited v Commercial International Bank Kenya Limited

a) 3. That the Certificate of Registration of Charge No. CPR/2009/151256 issued on 16th October, 2025 under Section 888 and 788 of the Companies Act No. 17 of 2025, particulars whereof be that the amount be amended to read Ksh3,500,000/= (Kenya Shillings Two Million Five Hundred Thousand) (Sic). The Application is supported by the affidavit of Parth Pravinchandra Kakad sworn on the same date of the application. Issues for Determination 4. Having considered the Application and the supporting affidavit, the Court frames a single issue for determination: a) Whether the Certificate of Registration of Charge issued on 16th October, 2025 should be amended. Analysis 5. Section 888 of the Companies Act cited by the Applicant states as follows: 888. Rectification of register of charges (1) (2) 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). If, on the hearing of an application made under subsection (1), the Court is satisfied— (a) (b) 6. 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 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. Section 863 of the Companies Act states as follows: 863. Rectification of the Register under Court order (1) The Registrar shall remove from the Register any entry— (a) that derives from anything that the Court has declared to be invalid or ineffective, or to have been done without the authority of the company; or https://new.kenyalaw.org/akn/ke/judgment/kehc/2026/2038/eng@2026-02-19 2

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(b) that the Court has declared to be factually inaccurate; or to be derived from something that is factually inaccurate or is forged, and that the Court has directed to be removed from the Register. (2) The Court shall specify in the order the entry that is to be removed from the Register and indicate where in the Register it is to be found. (3) The Court may not make an order for the removal from the Register of any entry the registration of which had legal consequences as mentioned in section 861(3) unless it is satisfied— (a) that the presence of the entry in the Register has caused, or may cause, damage to the company concerned; and (b) that the company's interest in removing the entry outweighs the interest (if any) of other persons in the continued appearance of the entry in the Register. (4) If, in such a case, the Court makes an order for removal, it may make such consequential orders as appear just with respect to the legal effect (if any) to be accorded to the entry because it has appeared in the Register. (5) The Court shall ensure that a copy of its order is sent to the Registrar for registration. (6) This section does not apply in respect of an entry in the Register if the Court has other specific powers under this Act to deal with the matter. 7. The Court is persuaded that it has the power to amend the Charge so long as no injustice or prejudice is occasioned to other Creditors. It follows that as the correctness of the register is essential to protect the Creditors of the Company, the power to allow amendments of the register as well as extend time for compliance thereof lies with the Court and fiows from the Act. 8. It is pleaded that the Certificate of Registration of Charge issued on 16th October, 2025 reads Ksh.2,500,000/= whereas it should read Ksh.3,500,000/=. This figure aligns with the Deed of Assignment of Benefit Under Receivables dated 5th November, 2025. The Court has seen the Deed aforesaid. The same states that the amount is Kshs3,500,000/=. The figure of Kshs.2,500,000/= was said to be a typographical mistake. 9. The power of the Court to effect rectification of the Register, in effect amending it, was confirmed in the case of Shaheed Shamshudeen Kashmiri & 2 Others v Muoka & Another (Miscellaneous Application 242 of 20221) [2023] KEHC 22/64 (KLR). 10. As to costs, the same shall be in the cause. Determination 11. 12. The Applicants application dated 11th February 2026 is allowed in the following terms: a) That the Certificate of Registration of Charge No. CPR/2009/151256 issued on 16th October, 2025 under Section 888 and 788 of the Companies Act No. 17 of 2025, particulars whereof be that the amount be amended to read Ksh3,500,000/= (Kenya Shillings Three Million Five Hundred Thousand) b) That costs shall be in the cause. It is so ordered. https://new.kenyalaw.org/akn/ke/judgment/kehc/2026/2038/eng@2026-02-19 3

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13. The file is marked as closed. DATED, SIGNED AND DELIVERED AT MILIMANI THIS 19TH DAY OF FEBRUARY, 2026. NJOROGE BENJAMIN K. JUDGE In the presence of; N/A for the Applicant. Peter Wabwire - Court Assistant. https://new.kenyalaw.org/akn/ke/judgment/kehc/2026/2038/eng@2026-02-19 4

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