https://new.kenyalaw.org/akn/ke/judgment/kehc/2026/12991

REPUBLIC OF KENYA IN THE HIGH COURT OF KENYA AT NAIROBI COMMERCIAL AND TAX DIVISION CORAM: F. MUGAMBI, J INSOLVENCY CAUSE NO. E045 OF 2026 BETWEEN EQUITY BANK (KENYA) LIMITED..........................CREDITOR VERSUS GLEE HOTEL LIMITED (UNDER ADMINISTRATION) ...…..… 1ST RESPONDENT/COMPANY KAMAL ANANTROY BHATT....................... 2ND RESPONDENT RULING Introduction and Background 1. This Ruling determines three applications. The first is the Notice of Motion dated 6th July 2026, filed by the 2nd Respondent, the Administrator of Glee Hotel Limited (hereinafter the Company), seeking orders of protection restraining the directors and agents of the Company from evicting him from the premises, interfering with the administration process, or carrying out any bank transactions on behalf of the Company, and further restraining them 1 | P a g e from carting away goods, assets, or property belonging to the Company. The Administrator additionally seeks an order for police protection for the duration of the administration process. This application is opposed by the Company by way of Grounds of Opposition dated 17th July 2026, together with a composite affidavit sworn on 28th July 2026. 2. The second application, dated 7th July 2026, was filed by the Company and sought principally interim prayers pending the hearing and determination of the application. Prayers 1 to 6 thereof, which sought to stay, suspend, and injunct the Administrator and the Notice of Appointment, are now spent, this Court having, by its pronouncement of 9th July 2026, declined to grant the interim orders sought. In declining to grant those orders, the Court found that the Company had not controverted its default of the facilities, nor the existence and validity of the debenture, and that, in consideration of all relevant factors, the balance favored the refusal of interim relief. 3. The application, however, further seeks other orders, including directions permitting the Company's Board 2 | P a g e of Directors to continue managing the day-to-day operations of the business jointly with, or under the supervision of, the Administrator, pending further orders of this Honourable Court. The application is opposed by the separate replying affidavits sworn by Stella Nelima and by the Administrator on 8th July 2026. 4. The third and final application, dated 13th July 2026, is likewise filed by the Company. It seeks to review, rescind, and/or vary the orders made on 9th July 2026, whereby this Court declined to grant interim relief pending the hearing and determination of the Applicant's Notice of Motion dated 7th July 2026. The application further seeks orders suspending the appointment and/or the exercise of the powers of the 2nd Respondent as Administrator of the Company, pending the hearing and determination of the Notice of Motion dated 7th July 2026, conditional upon payment of the sum of Kshs. 250,000,000/-, and to restore the management of the Company to its Board of Directors, subject to such supervision, reporting obligations, or other conditions as this Honourable Court may deem fit to impose. 3 | P a g e This application is opposed by way of Grounds of Opposition dated 14th July 2026, filed on behalf of the Administrator, together with a replying affidavit sworn on 17th July 2026. Analysis and Determination 5. I have, in addition, considered the written submissions filed by the respective parties in opposition to and in support of the applications. Considered together, the three applications are, in substance, mirror images of one another, and raise two competing questions for determination: first, whether a case has been made for the removal of the Administrator from office, whether on an interim or other basis; and second, whether the Administrator is entitled to the protection orders and other reliefs sought in his application. 6. Before delving into the substantive issues, a brief analysis of the relevant provisions of the Insolvency Act, 2015 is warranted. Section 522 of the Act sets out, in a manner not previously known to our insolvency law, the objectives which an Administrator is enjoined to pursue in the discharge of his functions. The provision establishes not 3 co- 4 | P a g e equal or interchangeable options from which an Administrator may freely select, but rather a clear hierarchy of purposes, to be pursued in a defined sequence. In every case, however, subsection (2) remains the touchstone, that whatever objective is pursued, the administrator's overriding duty is to act in the interests of the creditors of the company as a whole, and it is against that standard that the conduct of an administrator falls to be measured and, where necessary, impugned. 7. The primary objective, set out under subsection (1) (a), is the rescue of the company as a going concern. It is only where that objective is not reasonably capable of achievement that the Administrator falls to the secondary objective, set out under subsection (1)(b), namely the securing of a better outcome for the company's creditors as a whole than would be likely if the company were wound up without first being under administration. It is only where neither the primary nor the secondary objective is reasonably attainable that the Administrator may resort to the residual objective under subsection (1)(c), being the realization of 5 | P a g e the company's property for the benefit of the secured or preferential creditors. 8. This statutory hierarchy is significant to the determination of the present applications, for it makes plain that Parliament did not conceive of administration as a mechanism whose sole or even primary end is the enforcement of security for the benefit of a secured creditor. Rather, the rescue of the company, and the preservation of its character as a going concern, stands as the paramount objective which the Administrator is obliged to pursue in the first instance, with resort to realization of assets being the last, not the first, resort available to him. 9. It is important, further, to emphasize that an Administrator may be brought into office by one of three routes contemplated under Part VIII of the Insolvency Act, namely: by order of the Court, pursuant to Division 3 of that Part; by the company itself or its directors; or, as is pertinent to the matter before this Court, by the holder of a qualifying floating charge, acting without recourse to the Court, pursuant to Division 4. Section 534 of 6 | P a g e the Act vests in the holder of a qualifying floating charge the power to appoint an Administrator of the company, a floating charge being “qualifying” for this purpose where the instrument creating it either states that the section applies to it, or purports to empower its holder to appoint an Administrator or a receiver-manager exercising powers analogous thereto. 10. The appointing holder is required, pursuant to Section 537 of the Act, to lodge with the Court a notice of appointment, accompanied by a statutory declaration in the prescribed form. It is upon compliance with the requirements of Section 537 that the appointment takes effect, in terms of Section 538, without need for further sanction of the Court, and is, in that sense, extra-judicial in character. (See: In re Arvind Engineering Limited, [2019] KEHC 12266 . (KLR) This notwithstanding, the Act reserves to the Court distinct and important powers of intervention, exercisable both in respect of the validity of the appointment so made and in respect of its continuance thereafter. These reserved powers ensure that, notwithstanding the extra-judicial 7 | P a g e character of the appointment, it does not thereby escape the reach of judicial scrutiny in a proper case. 11. It is against this statutory background, and mindful of the hierarchy of objectives set out under Section 522, that I now turn to analyse the substantive issues raised in the three applications before the Court. On the validity of the Administrator’s appointment: 12. There are several grounds upon which the Company challenges the appointment of the Administrator. First, that the indebtedness upon which the appointment is premised is not confined to the Company alone, but extends to, and is shared with, its associated companies. The Company contends that this fact bears materially on the determination of the financial capacity of the group as a whole, rather than that of the Company viewed in isolation, and that a proper assessment of that capacity demonstrates the adequacy of alternative remedies available to the Bank, short of the drastic remedy of administration. 8 | P a g e 13. Second, the Company objects that the appointment is vitiated for want of notice of intention to appoint, contending that no such notice was served upon it prior to the appointment of the Administrator. 14. Third, the Company takes issue with the Statutory Declaration and Statement of Facts filed in support of the appointment. It contends that these instruments omit the disclosure of HCCOMM No. E846 of 2025, the Consent Judgment of 24th February 2026, the Ruling of 4th June 2026, and the overlap between the various securities relied upon in effecting the appointment. It further contends that the Statement of Facts fails to state, in the terms required by Regulation 102(3)(e), the Bank’s belief, and the grounds for that belief, that the Company is or is likely to become unable to pay its debts, and that it neither pleads nor exhibits any specific default, dishonoured instrument, or judgment debt in support of that belief. It is submitted, on this basis, that a Statement of Facts which offers no more than a generic assertion of inability to pay debts, and which is silent on directly relevant and related proceedings, falls short of the standard prescribed by the Regulation. 9 | P a g e 15. In response to these objections, the Bank maintains that it duly lodged the notification and all other documents required under Section 537 of the Insolvency Act and that, consequently, the administration of the Company took effect on 6th July 2026, being the date on which the relevant documents under Section 537 were lodged with the Court. The Bank further maintains that it meticulously followed the process prescribed under the relevant provisions of the Insolvency Act, and that the Administrator accepted the appointment only after satisfying himself that this process had been properly and fully complied with. 16. Having reviewed the notification and supporting documents filed in Court by the Bank, I do not agree with the Company's contentions on this score. Even were the Court to accept, for the sake of argument, that certain particulars were omitted from the documentation presented, such omission would not, in my view, go to the substance of the appointment to vitiate it. It bears recalling that the purpose of the notification, read together with the Statutory Declaration and Statement of Facts required under 10 | P a g e Section 537 of the Insolvency Act, is not to serve as a fully particularized pleading of the Bank's cause of action against the Company, in the manner of a plaint or statement of claim setting out the entirety of the creditor's case. Rather, its function is to furnish the Court and interested parties with sufficient material to verify, at the threshold, that the appointor held a qualifying floating charge over the Company's property, that the charge so held was enforceable at the date of appointment, and that the appointment was made in accordance with the requirements of Part VIII of the Act. 17. It suffices, for present purposes that the Bank has demonstrated that it held qualifying floating charges, particulars of which, together with the amount in default, have been duly stated; that the charge so held was enforceable at the material time; and that the appointment was made in accordance with Part VIII of the Act and duly accepted by the Administrator. The statutory declarations required of both the appointor and of the Administrator under Section 537 of the Act have also been provided. I am not persuaded that the absence of a more granular recitation of every default, or judgment 11 | P a g e debt, or of every related proceeding between the parties, renders the declaration deficient in substance. 18. Equally, I find that the position taken by the Company on the requirement for prior notification cannot, in my view, be sustained on a proper reading of Section 535(1) of the Insolvency Act which provides as follows: “A person may not appoint an administrator under section 534 unless the person has given at least three days' notice to the holder of any prior floating charge that satisfies subsection (2) of that section.” (emphasis added) 19. My understanding of this provision is that the notice it contemplates is, on its plain and ordinary terms, owed to a specific and limited class of person, namely the holder of a prior qualifying floating charge whose security ranks ahead of that of the appointing party and not to the Company or its directors. The provision exists to protect the priority and interests of a prior chargee who might otherwise 12 | P a g e be prejudiced by a subsequent appointment made without notice to it, and not to confer upon the company itself a right to prior notice of an appointment made against it. The Company, not being the holder of any floating charge ranking ahead of the Bank's security, falls outside the class of people to whom the duty under Section 535(1) is owed, and cannot invoke that provision to impugn the validity of its own appointment. 20. Fourth, and additionally, the Company submitted that the appointment of the Administrator was disproportionate, having regard to the alternative security available to the Bank. It was contended that administration constitutes the most severe remedy available to a secured creditor, and that where a lesser and more targeted measure would adequately protect the creditor's legitimate interests, the decision to get to administration, with its attendant displacement of the Company's board and disruption of its trading operations, cannot be justified. It was further submitted that, with the Bank holding sufficient alternative security, the continued administration of the Company is occasioning quantifiable and, in certain respects, irreversible 13 | P a g e commercial harm to what remains a going concern. It was emphasized that the Bank does not deny holding other forms of security, and that on this basis the appointment of the Administrator was disproportionate and lacked in rational justification. 21. In answer to this submission, the Bank drew the Court's attention to the debentures constituting the qualifying floating charges, which conferred upon it the power to appoint the Administrator, and which were duly executed by both the Bank and the Company. It was submitted that the Company has not disputed the execution of these debentures, and has, indeed, admitted their creation and validity. The Bank urged that it is not the province of this Court to rewrite the bargain struck between the parties, but rather to give effect to its terms as agreed, citing the holding in National Bank of Kenya Ltd V Pipeplastic Samkolit (K) Ltd & Another, [2001] eKLR in support of that proposition. 22. It was further submitted that a secured creditor retains the freedom to elect any lawful mode of debt recovery available to it, reliance being placed on Ecobank Kenya Limited V Francis Tole 14 | P a g e Mwakideli, [2018] eKLR , where it was held that a creditor is at liberty to choose both the debtor against whom to proceed and the method by which recovery is to be pursued. 23. Turning to the record before me, it is common ground between the parties that the Bank advanced credit facilities to the Company, that the Company furnished various forms of security in respect thereof, including debentures constituting qualifying floating charges, and that the Company subsequently defaulted in the repayment of the said facilities. It is further not in dispute that a consent judgment was entered between the parties on 24th February 2026, that this Court delivered a ruling on 4th June 2026 in Milimani HCCOMM/E846/2025, and that the terms of the consent so entered were not honoured by the Company. These matters are not contested, and the Court proceeds on the basis that they are established. 24. In line with the holding in National Bank of Kenya (supra), it is evident that the Company executed the security instruments now in issue with full knowledge of their contents and legal effect. The 15 | P a g e Company benefitted from the credit facilities so advanced, and it must be taken to have known, at the time of executing the debentures, that it was thereby creating in favour of the Bank a qualifying floating charge over its assets, together with the attendant powers of enforcement reserved to the Bank upon default. 25. Clause 18 of the Debentures is instructive in this regard. It provides as follows: “At any time after the moneys secured by this Deed become payable either as a result of lawful demand made by the Bank or under the provisions of Clause 17 of this Deed or if requested by the Company and so that no delay or waiver of its rights to exercise the powers conferred by this Deed shall prejudice the future exercise of such powers and without prejudice to any other remedies provided by law, the Bank may, in writing under the hand of any of 16 | P a g e its officers or attorneys or under its common seal: (emphasis added) 18.1.1. Appoint or apply for the appointment of any person who is appropriately qualified as Administrator of the Company pursuant to the provisions of the Insolvency Act. Where more than one Administrator is appointed, the Administrators shall have power to act severally unless the Bank shall specify otherwise in their appointment. …” 26. My reading of Clause 18 confirms, and indeed reinforces, the submission made by the Bank to the effect that a secured creditor is at liberty to elect, from among the remedies available to it in law, the particular mode of recovery it considers most suitable in the circumstances and is not confined to any single or sequential order of remedies, whether at the instance of the debtor or otherwise. This 17 | P a g e construction accords with the spirit in Ecobank Kenya Limited V Francis Tole Mwakideli, (supra). 27. By stipulating, in terms, that the power of appointment of an Administrator is exercisable “without prejudice to any other remedies provided by law”, the parties themselves contemplated, at the time of contracting, that the appointment of an Administrator would constitute one of several cumulative remedies available to the Bank upon default, exercisable at the Bank's sole election. I will not, under the guise of proportionality, import into the parties' bargain a condition precedent which they themselves did not see fit to impose. Having executed the security instruments freely and having derived the benefit of the facilities advanced pursuant thereto, the Company cannot now be heard to resile from an agreement into which it voluntarily entered. To permit otherwise would be to countenance precisely the kind of judicial rewriting of contractual bargains which National Bank of Kenya, (supra) counsels against. 18 | P a g e 28. The Court is not unmindful of the sheer magnitude of the debt in question, which, on the Bank's submission, continues to accrue interest. Even if I were minded to entertain the Company's proportionality argument on its own terms, that argument is not automatic. It does not follow, merely from the fact that the Bank holds other forms of security, that resort to those alternatives, whether by way of the statutory power of sale or otherwise would in fact yield to the Bank a recovery comparable to, let alone better than, that achievable through administration. What is more, it is the Company's own pleadings that confirm the existence of HCCOMM No. E846 of 2025, proceedings which appear to have been filed by the Company itself seeking to restrain the Bank from exercising its statutory power of sale over some of the properties comprised in its security. This situation represents the posture of a party seeking to resist enforcement on every available front. 29. With respect to the further argument that the Company was not the only borrower, and that the group's collective indebtedness ought properly to have informed the propriety of the appointment, I 19 | P a g e find this contention equally unsustainable on a careful examination of the record. The Debenture dated 16th April 2019, and the Further All Asset Fixed and Floating Debenture dated 23rd November 2020, were both executed solely as between the Bank and the Company, without reference, whether direct or indirect, to any associate or affiliate entity. It is only the Deed of Variation and Second Further Debenture dated 20th February 2023 that refers to the additional borrower companies. Even then, the latter instrument is, on its own terms, expressed to be supplemental to, and not in substitution of, the existing Debenture and Further Debenture already constituted between the Bank and the Company. 30. The Company's submission that the debt in question is properly attributable to the Deed of Variation and Second Further Debenture dated 20th February 2023 such that the group's collective capacity rather than its own ought to govern the propriety of the appointment is not substantiated by any evidence. 31. Having considered each of the grounds advanced by the Company in turn and having found none of them to disclose any basis upon which the appointment of 20 | P a g e the Administrator ought to be impugned, disturbed, or set aside, I am satisfied, and accordingly find, that the appointment of the 2nd Respondent as Administrator of the Company was lawfully and validly made, in strict accordance with the requirements of Part VIII of the Insolvency Act. On the removal of the Administrator: 32. This Court retains a residual supervisory jurisdiction over the administration process, extending beyond the appointment itself, exercisable where sufficient cause is shown. That power includes that as donated under section 592, and the general power under section 604 which provides that the Court may, by order, remove an administrator from office if satisfied that circumstances exist that make it inappropriate for the administrator to continue in office. An applicant who invokes this jurisdiction does not do so as a matter of course. The applicant bears the burden of proving the allegations upon which the application is founded. 33. The Courts have, however, been careful to caution against a low threshold for judicial interference in matters of this nature. In Kenya United Steel 21 | P a g e Company V Kenya Commercial Bank Limited , CA Civil Application No. NAI 109 of 2005 , [2005] where the Court of Appeal stated that: “[I]t was not appropriate, with the above principles for the Court to interfere in the passage of the receivership unless it could be shown that the conduct of the receivers and managers was seriously oppressive, or nor in accordance with the recognised principles of law and commercial practice, or that there were clear and compelling reasons to do so.” 34. This principle has since been reaffirmed in the context of the current insolvency regime. In East , Africa Cables PLC v Ecobank Kenya Limited [2020] KEHC 7162 (KLR) Majanja J reaffirmed that: “The court should not intervene in the appointment of a receiver unless it is shown that the appointment is in bad faith, is irregular and void and that there 22 | P a g e are compelling reasons to find that the conduct of the receiver is oppressive to warrant the court’s intervention.” 35. Applying these principles to the record before me, I find that the Company has not discharged the burden resting upon it. The crux of its case for removal besides the issues already dealt with, is the affidavit of one Nazir Jinnah, filed in wholly unrelated proceedings, namely Nairobi COACA/E092/2023, which is intended to insinuate impropriety on the part of the Administrator in previous assignments. That affidavit was sworn by a party to a separate cause to which the Company is a stranger and has been placed before this Court without the responses filed thereto, and without any judicial determination as to its veracity. It remains, in every material respect, an untested assertion, and this Court cannot, on the strength of an untested assertion made by a stranger to those proceedings in an entirely different cause, found a case for the removal of an otherwise duly appointed Administrator. Indeed, the Company admits, at paragraph 40 of its Composite Affidavit, that the 23 | P a g e allegations contained in the Jinnah affidavit are unproven. 36. Equally, with respect to Winding Up Cause No. 22 of 2006, which the Company likewise invokes to express its apprehension over the Administrator’s conduct and to seek a review of this Court's earlier orders, I accept that this is a matter that was not previously brought to the Court's attention. That notwithstanding, the cause remains pending, and no conclusive finding has been made in respect of it upon which this Court can properly act at this point. I note, further, that the Company has placed before this Court the applications filed for the removal of the Administrator in that cause, but not the responses filed thereto, leaving the Court with only one side of a still-contested record. In any event, even if the Administrator were, at some future point, to be found personally culpable of the conduct alleged, that finding would not, without more, entitle the Company to a discharge from administration altogether. It would, at most, warrant the removal and reappointment of an Administrator, leaving the administration itself, and the process it was designed to serve, intact. 24 | P a g e 37. The Administrator, for his part, points to evidence of progress toward the statutory objective of rescuing the Company as a going concern under Section 522 of the Act. He has provided evidence to show that since his appointment, he has engaged a marketing consortium and contracted with World Travel Group UK Limited to enhance bookings, undertaken a review of an unsustainable wage bill representing over 47% of gross income, and achieved a marked improvement in room occupancy, from 7.51% on 1st July 2026 to 24.41% by 12th July 2026. This trajectory is, in my view, probative of genuine progress toward the discharge of the statutory objective of rescue. As to the Company's complaint of lost business, the Administrator's account attributes this substantially to the very interference by the Company's directors of which he separately complains, and that consequence cannot fairly be visited upon him. 38. Against this, the Company seeks to present a picture of a thriving, stable business, destabilized by the administration process itself. I find this characterization doubtful, though I accept that 25 | P a g e administration necessarily brings with it a degree of disruption, including resistance from directors displaced from authority and discomfort at the assumption of management by a stranger to the business. Such friction is an ordinary, if unwelcome, incident of the process, and not, of itself, proof that the process is unwarranted or is the true cause of the Company's difficulties. All that is required is the exercise of good faith on the part of the Bank in exercising this authority. In Re Potters Oils Limited [No. 2], [1986] 1 WLR 201 the Court held that: “The debenture-holder is under no duty to refrain from exercising his rights merely because to exercise them may cause loss to the company or its unsecured creditor.” 39. I further note that, besides the Bank, the Company has other creditors, some claiming substantial sums, who have been actively pursuing their own claims against it and have filed proof of debt in the course of these proceedings. These liabilities were accrued prior to the commencement of the administration 26 | P a g e process, and their existence confirms that the Company's financial distress is neither confined to its relationship with the Bank nor a product of the administration itself but is rather the very condition of indebtedness across multiple fronts that the administration process is designed to bring under order and coordination. 40. The Company has projected that it may be able to secure payment through its related entities. Should that materialize, there is no reason why the administration could not come to an end at that point. The situation described by Ringera J (as he then was), in Jambo Biscuits V Barclays Bank of Kenya Limited, Andrew Gregory and Abdul Zahir Sheikh, [2003] 2 EA 434 where he stated that: “[I] think it is a notorious fact of which judicial notice may be taken that receiverships in this country have tended to give kiss of death to many a business ….” , ought not, in my view, to be the prevailing state of affairs under the administration regime introduced by the Insolvency Act, 2015. The process is not 27 | P a g e designed to persist beyond the need that occasioned it. But that remains, at present, a projection and not a proven fact, and it cannot found the relief sought in the meantime. 41. Accordingly, the Notice of Motion dated 13th July 2026 fails for want of proof in addition to all the previous pronouncements already made. On the orders sought in the Notice of Motion dated 6th July 2026: 42. I turn now to consider whether the Administrator has established his entitlement to the orders sought in the Notice of Motion dated 6th July 2026. The statutory framework leaves little room for doubt as to where management authority resides once a company enters administration. Section 581 of the Insolvency Act provides that a company under administration, or any officer thereof, shall not exercise a management function without the consent of the Administrator, and that to do so constitutes an offence. Section 580(1) correspondingly vests in the Administrator the power to take any action that contributes, or is likely to contribute, to the effective and efficient 28 | P a g e management of the affairs, business, and property of the company. Sections 564 and 565(1) further oblige the directors, upon request, to furnish the Administrator with a statement of affairs within twelve days of receipt of notice requiring the same, failing which Sections 565(4) and (5) render the defaulting person liable to a punishable offence, absent reasonable excuse. 43. This statutory allocation of authority is mirrored in the parties' own agreement. Clause 21.2 of the Debenture vests in the Administrator the power to carry on the business of the Company, while Clause 21.8 empowers him, in the course of carrying on or managing that business, to do all acts as may be done in the ordinary conduct thereof for the protection of its assets and for obtaining a return therefrom, including the claiming of damages for any wrong done to the business. I would say, without fear of contradiction, that the parties themselves clearly intended that, upon the commencement of administration, an Administrator appointed by the Bank would be at liberty to manage the business of the Company. They did not contemplate a situation in which the Administrator would co-manage the 29 | P a g e business alongside the incumbent directors. Indeed, I do not see the practicality of such an arrangement, which is already, on the record before me, playing out to negative effect. A company cannot properly be run on such a divided basis. 44. It is against this backdrop that the conduct of the Company's directors, as disclosed on the available evidence, falls to be assessed. On 9th July 2026, the directors caused the transfer of Kshs. 23,071,562/- from the Company's account to Workright East Africa Limited, an entity that had not submitted a proof of claim to the Administrator. This payment was made without the Administrator's consent, in exercise of a management and distribution function reserved to him under Sections 580 to 582 of the Act and had the effect of preferring an unsecured, unverified creditor over secured and preferential creditors ranking higher in the statutory order of priority. It was, in substance, an act in derogation of the moratorium and of the Administrator's exclusive authority, and it cannot be permitted. 45. The evidence discloses further instances of obstruction. These include the denial to the 30 | P a g e Administrator of passwords, credentials, and access to the Company's bank accounts, records and IT systems. Such conduct constitutes interference with his statutory functions. This is borne out by a letter dated 7th July 2026, addressed by the Administrator to the Company's director, together with accompanying email correspondence, both of which prove the frustration that the Administrator continues to encounter in the discharge of his duties. 46. The evidence further shows that the directors failed, despite written demand dated 10th July 2026 and the expiry of the statutory period on 22nd July 2026, to furnish the Administrator with the Company's statement of affairs. This conduct falls squarely within the mischief that Sections 564, 565, and 581 of the Act were designed to forestall. As regards the position of an Administrator’s control of assets held under a debenture, the following statement of law by Street J, in Re Landmark Corporation Limited, [1968] 1 NSWR 705 reiterated in East Africa Cables PLC V Ecobank Kenya Ltd & A nother [2020] KEHC 9295 (KLR) is apposite. The Court held that: 31 | P a g e “The law is well-settled that a receiver of the assets of a company appointed by a debenture holder is entitled to the custody and control of the assets covered by that debenture. …” 47. That is the objective that this Court must support, for the expeditious process of administration to follow. I am satisfied, on a balance of probabilities, that the Administrator has established his entitlement to the orders sought in the Notice of Motion dated 6th July 2026. Disposition and Final Orders 48. Accordingly, for the foregoing reasons, the following final orders do hereby issue: i. The Notice of Motion dated 6th July 2026 is allowed. The Administrator shall have the costs of that application. ii. The Notice of Motion dated 7th July 2026 is dismissed, with costs. iii. The Notice of Motion dated 13th July 2026 is dismissed, with costs. 32 | P a g e DATED, SIGNED AND DELIVERED AT NAIROBI THIS 12 TH DAY OF AUGUST 2026. F. MUGAMBI JUDGE 33 | P a g e