Time For Registration of A Charge Pan Africa Chemicals Limited v Registrar of Companies

Section 885 of the Companies Act and Rule 8(b) of the Companies (High Court) Rules seeking the following reliefs: a) THAT this Application be certified as urgent and the same be heard ex-parte in the first instance. b) THAT this Honourable Court be pleased to extend the time for registration of the particulars of the Charges dated 10th November, 2025 and 6th February, 2026 for thirty (30) days or such period as this Honourable Court may deem fit. 2. This Application was supported by the sworn affidavit of Victor Mungai, an Advocate of the High Court of Kenya, dated the same day as the Application. Mr. Mungai practices in the firm of M/s Kimani Wambua & Company Advocates, who have conduct of this matter on behalf of the Applicant. Issues For Determination Page 2 of 8

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3. The Court has carefully considered the Motion, the statutory provisions cited, the Supporting Affidavit, and the annexures thereto. Upon such consideration, the Court is of the view that only one issue arises for determination: (a) Whether leave should be granted to the Applicant to register the Charges dated 10th November, 2025 and 6th February, 2026 at the Companies Registry out of time. Analysis 4. Pursuant to Section 884 of the Companies Act, the Registrar of Companies is mandated to maintain a register of charges, register such charges, issue certificates of registration thereof, and authenticate the same with the Registrar’s Official Seal. Under Section 885 of the Act, the statutory timeline for registration of a charge is thirty (30) days from the date of its creation. In the event of non-compliance, Section 888(1) of the Companies Act empowers any interested party or the company itself to apply to the Court for an extension of the prescribed period for registration. Page 3 of 8

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5. Further, when considering an extension under Section 888, the Court examines whether the delay was accidental or reasonably explained. Whether it prejudiced creditors or members. Whether granting the extension is just and fair, and whether the omission is rectifiable. This requirement that such a charge must be registered with the Registrar of Companies within thirty (30) days from the date of its creation is statutory and not discretionary. It is evident that the parties have complied with all the necessary legal requirements in the creation of the charges, save for the registration. 6. In his affidavit, Counsel for the Applicant deponed that the Applicant created two separate Charges over Land Reference and Numbers NAIROBI/BLOCK 27/123 NAIROBI/BLOCK 95/185/LTL/4 dated 10th November, 2025 and 6th February, 2026 respectively. He further deponed that the registration of the Charges at the Lands Registry was completed on or about 13th November, 2025 and 11th February, 2026 respectively. The said Charges were created in favour of Bank of Baroda (Kenya) Limited to secure an aggregate maximum of Kenya Page 4 of 8

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Shillings One Hundred and Ten Million (Kshs. 110,000,000/-) and United States Dollars Five Hundred Thousand (USD 500,000/-). 7. Counsel averred that the statutory period of thirty (30) days for delivery to the Registrar of Companies of the particulars of the said Charges expired on or about 10th December, 2025 and 8th March, 2026 respectively. The failure to lodge and register the particulars of the said Charges within the prescribed statutory period was occasioned by an inadvertent mistake, omission, and/or oversight on the part of the Applicant's advocates. The said omission was neither deliberate nor intended to prejudice any party, and the same was only discovered upon a review of the completion documents. 8. The omission in the present case pertains solely to the failure to register the Charges at the Companies Registry within the statutory period prescribed under Section 885 of the Companies Act. Notwithstanding this procedural lapse, the Charges were duly executed, assessed for Page 5 of 8

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stamp duty, and registered at the Lands Registry. The omission is therefore procedural in nature and, in the Court’s view, clearly rectifiable. While it is acknowledged that non-registration at the Companies Registry may affect the enforceability of the Charges as against third parties, the failure to comply with the prescribed timeline by the Applicant's advocates was neither wilful nor negligent. In the circumstances, the delay should not defeat an otherwise valid security instrument. This approach aligns with the provisions of Article 159(2)(d) of the Constitution. The Article enjoins Courts to administer justice without undue regard to procedural technicalities, and with the general principles of the Companies Act. This favours the promotion of substantive rights and commercial certainty. 9. There is no evidence on record to suggest that the delay in registration has occasioned any prejudice to the company’s creditors, stakeholders, or third parties. On the contrary, the regularisation of the registration will permit the release of the funds sought to be secured, enhance Page 6 of 8

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the protection of the lender’s interest, and promote commercial transparency. The affidavit and annexures confirm that all substantive steps in the creation of the Charges and registration at the Lands Registry were duly undertaken in a timely manner, save for the inadvertent oversight which led to late filing at the Companies Registry. Accordingly, the Court is satisfied that the Applicant has provided a reasonable explanation for the delay. That the omission is capable of remedy, and that no prejudice has been occasioned to any party. The Court therefore finds it just and equitable to exercise its discretion under Section 888(1) of the Companies Act. In the result, the prayers sought in the Notice of Motion dated 5th July 2026 are hereby granted. Determination 10. The Ex parte application by way of a Notice of Motion dated 5th July, 2026 is allowed as follows; 1. THAT this application is HEREBY certified as urgent, and service of this application is HEREBY Page 7 of 8

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dispensed with and the same is HEREBY heard ex-parte in the first instance. 2. THAT this Honourable Court HEREBY extends the time for registration of the particulars of the Charges dated 10th November, 2025 and 6th February, 2026 for thirty (30) days from the date of the Order herein. 11. It is so ordered. 12. The file is HEREBY marked as closed. DATED, SIGNED AND DELIVERED AT MILIMANI THIS 7TH DAY OF JULY, 2026. NJOROGE BENJAMIN K. JUDGE Page 8 of 8

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