https://new.kenyalaw.org/akn/ke/judgment/kehc/2026/7252

Bank of India & another v Registrar of Companies (Commercial Civil Case E432 of 2026) [2026] KEHC 7252 (KLR) (Commercial and Tax) (21 May 2026) (Ruling) Neutral citation: [2026] KEHC 7252 (KLR) Republic of Kenya In the High Court at Nairobi (Milimani Commercial Courts) Commercial and Tax Commercial Civil Case E432 of 2026 BK Njoroge, J May 21, 2026 IN THE MATTER OF THE COMPANIES ACT (NO. 17 OF 2015) LAWS OF KENYA AND IN THE MATTER OF AN APPLICATION FOR RECTIFICATION OF THE DATE OF THE FURTHER CHARGE OVER TITLE NUMBER NAIROBI/BLOCK/160/185 BY NIRMAL FABRICATORS LIMITED IN FAVOUR OF BANK OF INDIA Between Bank of India Applicant and Nirmal Fabricators Limited. Chargor and Registrar of Companies Respondent Ruling 1.This Ruling arises out of the Applicant’s application dated 1.4.2026. It seeks to rectify or amend the certificate of registration of a charge. The application seeks the following orders:1.Spent.2.This Honorable Court be pleased to grant the Applicant an to rectify and/or amend the Certificate of Registration of a Charge issued by the Respondent with respect to the Further Charge created by Nirmal Fabricators Limited in favour of Bank of India, registered on 10th December, 2025, to correct an error in the date of the instrument. The Certificate of Registration of Charge erroneously states the date of the Further Charge as 9th October 2025 instead of 9th October 2024 as reflected in the Further Charge registered and issued by the Nairobi Land Registry.3.There be no orders as to costs. 2.The application is supported by the Affidavit of CHERONO MERCY, an Advocate of the High Court of Kenya. M/s Cherono practices with the firm of Mahida & Maina Company Advocates. The Court did direct the Applicant to file a Supplementary Affidavit to attach missing documents. The Court has taken note of the Supplementary Affidavit sworn by M/s Cherono on 12th May, 2026 and the annextures thereto. 3.Counsel depones that the Applicant agreed to advance credit facilities to the chargor. The facility was to be secured by a charge created over Title Number NAIROB/BLOCK 160/185. 4.Counsel did receive the said security documents including the Further Charge which was registered at the land offices. 5.The certificate of registration of the Further Charge indicates the Further Charge as dated 9.10.2025 instead of 9.10.2024. 6.The Court has seen the certificate of registration of Further Charge dated 10th December, 2025. 7.The Court has also seen Form LRA-53 which is the Further Charge dated 9.10.2024. It was registered on 7.11.2024. It follows therefore that the certificate of registration of a Further Charge dated 10.12.2025 bears an error and is misleading. Issues for Determination 8.Having perused the application, the Supporting Affidavit and the Supplementary Affidavit, the Court frames a single issue for determination as follows;a.Whether leave should be granted to rectify and/or amend the certificate of registration of a Charge with respect to the Further Charge dated 10.12.205 to read 9.10.2024 instead of 9.10.2025. Analysis 9.The issue for consideration is whether the Court has jurisdiction to grant leave to rectify or amend the particulars of registration. 10.The Court refers to the provisions of Section 863 and 888 of the Act. 11.Section 863 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(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. 12.Section 888 states 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. 13.The Court had previously considered this issue in the case of Masafi Fruits and Veg. Limited v Commercial International Bank Kenya Limited [2026] KEHC 2038 (KLR). It held that it possessed such discretionary powers to issue orders of rectification or amendment of registration particulars of a Charge. 14.The Court is persuaded that the error in the registration particulars of the certificate of registration of the Charge is bonafide. It is in any way inadvertent and not meant to prejudice the Company, its members or creditors. 15.The application is allowed. There will be no orders at to costs. Determination 16.The Applicant’s application by way of a Notice of Motion dated 1.4.2026 is allowed as follow;1.This Honourable Court be pleased to grant the Applicant leave, within Thirty (30) days from this Order, to rectify and/or amend the Certificate of Registration of a Charge issued by the Respondent with respect to the Further Charge created by Nirmal Fabricators Limited in favour of Bank of India, registered on 10th December, 2025, to correct an error in the date of the instrument. The Certificate of Registration of Charge erroneously states the date of the Further Charge as 9th October 2025 instead of 9th October 2024 as reflected in the Further Charge registered and issued by the Nairobi Land Registry.2.There be no orders as to cost. 16.It is so ordered. 17.The file is HEREBY marked as closed. DATED, SIGNED AND DELIVERED AT MILIMANI THIS 21ST DAY OF MAY, 2026.NJOROGE BENJAMIN K.JUDGEIn the presence of;N/A for Applicant.Ms. Susan Nzioka - Court Assistant.