The salient features of the IRDAI (Listed Indian Insurance Companies) Guidelines, 2016 (‘IRDAI Guidelines’) issued by IRDAI on August 5, 2016, which will apply to all insurers whose equity shares are listed on stock exchanges and to the allotment process pursuant to a public issue, are as follows:i.  Any transfer / arrangement or agreement to transfer between 1% to 5% of the paid up equity share capital of an insurer by any person will be subject to the “fit and proper” criteria–creating an exemption from the operation of Section 6A of the Insurance Act, 1938, which requires prior IRDAI approval for transfers in excess of 1% of the share capital of an insurer. Assessment of whether the “fit and proper” criteria are satisfied by an acquirer would be based on an analysis of, inter alia, past regulatory record, existence of any convictions / investigations by revenue or regulatory authorities and credit rating, etc.ii.  Any acquisition / arrangement or agreement for acquisition that will or is likely to take the aggregate holding[1] of an acquirer to 5% or more of the paid-up equity share capital of the insurer or entitles such person to exercise 5% or more of the total voting rights of the insurer, will require prior approval of IRDAI in the manner specified under the IRDAI Guidelines;iii.  Any fresh acquisitions by a shareholder already having / likely to have an aggregate holding to the extent of 5% or more of the paid up equity share capital of the insurer: (a) where such acquisition results in the aggregate holding of such shareholder up to 10% of the shares/ voting rights of the insurer, will not require prior approval of IRDAI; and (b) where such acquisition results in the aggregate holding of such shareholder exceeding 10% of the paid up equity share capital / voting rights of the insurer, will require fresh approval of IRDAI; andiv.  Minimum holding by promoters / promoter group is required to be maintained at 50% of the paid up equity capital of the insurer at all times. However, in cases where the present holding of the promoters is below 50%, such holding will be considered to be the minimum holding.[1]     ‘Aggregate holding’ has been defined in the IRDAI Guidelines to mean the total holding through acquisition and the shares held by the applicant, his relatives, associate enterprises and persons acting in concert with him.