Chapter 31: Capital Markets and Stock Exchanges

📚 JAIIB 2025 • IE & IFS • Module D • Chapter 3 of 17

Capital Markets & Stock Exchanges

Primary market (IPO/FPO/rights/bonus issues) vs Secondary market (BSE/NSE trading), equity shares, preference shares, debentures, bonds, book building, ASBA, QIP, SEBI regulations, and key capital market terms.

⏱ 18 min read🎯 High Exam Weightage🧠 8 Memory Tricks⚡ 12 Flash Cards

Banky Enters the Stock Market! 📈

Capital markets are where companies raise long-term money and investors build wealth. Your bank participates as banker to issues, underwriter, and demat/trading account provider. This chapter is capital markets 101.

“Sir, customers keep asking me about IPOs and demat accounts. I need to understand BSE, NSE, and how shares work!” 📈
🤔
Section 1 of 9

Why Read This Chapter?

Your bank earns fees from IPOs, demat, and trading accounts — know the product

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Sir, I’m in banking, not stock broking. Why study capital markets?
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Banky, your bank IS a capital market participant! Banks act as bankers to the issue (IPOs), provide ASBA facility, open demat and trading accounts, extend credit against securities, and underwrite issues. Plus, your bank’s investment portfolio holds equity and debt instruments. Understanding primary vs secondary markets, how IPOs work, what ASBA is, and SEBI regulations = understanding a major revenue stream for your bank!
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Exam Marks

3-5 questions — primary vs secondary, BSE 1875/NSE 1992, demutualisation, IPO book building 35% retail, retail investor ₹2 lakh, ASBA, security auction = secondary. High weightage!

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Career Growth

Officers who understand capital markets get posted to investment banking, treasury, and wealth management divisions

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Real Life

You’ll understand IPOs, mutual funds, demat accounts, and stock trading — essential personal finance knowledge

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Section 2 of 9

How Will It Benefit You?

Real career advantages

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Give me a real scenario!
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📈 Scenario: A customer asks: ‘How do I apply for an IPO through your bank?’ You explain: ‘Sir, we offer ASBA facility — your money stays in your account and is only debited IF you get allotment. Apply through our net banking, fill the bid quantity and price, and your amount gets blocked (not debited). If not allotted, the block is released automatically.’ Customer: ‘That’s much safer than the old system!’ 🌟
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Section 3 of 9

What Is This Chapter About?

30-second summary

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Quick version, sir!
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This chapter covers: Primary Market (public issues + private placements — IPO/FPO/rights/bonus) vs Secondary Market (auction market via stock exchanges + OTC dealer market). Stock Exchanges: BSE (1875, oldest), NSE (1992), CSE, Metropolitan SE. Instruments: Equity shares (voting rights), Preference shares (fixed dividend, no voting), Rights issues, Bonus shares, Debentures (secured), Bonds (unsecured — coupon, zero-coupon, convertible). Key terms: STT (0.1%), rolling settlement (T+1), demutualisation, book building (35% retail), ASBA, QIP, retail investor (≤₹2 lakh), anchor investor (≥₹10 crore). IPO eligibility: ₹3 Cr net tangible assets, ₹15 Cr avg profit, ₹1 Cr net worth.
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Section 4 of 9

Key Definitions — Banky Asks, Mentor Explains

Every term explained like you’re 10

Critical Term
Capital Market
Market for LONG-TERM equity and debt — where companies raise permanent capital
Equity + Debt

Banky’s Understanding: Market for long-term funds — equity and debt. Includes primary market (new issues — IPO/FPO) and secondary market (trading existing securities — BSE/NSE). Banks participate as bankers to issues, underwriters, demat providers, and lenders against securities. Capital market = long-term (vs money market = short-term).

🧒 Analogy: Like a real estate market — primary = buying a new flat from builder (IPO). Secondary = buying a resale flat from previous owner (stock exchange trading)!
Critical Term
Primary vs Secondary Market
Primary = new issues (IPO/FPO). Secondary = trading existing securities (BSE/NSE).
New vs Resale

Banky’s Understanding: Primary Market: Companies raise FRESH capital — public issues (IPO, FPO) + private placements. Subject to SEBI pre-issue guidelines + Companies Act. Secondary Market: Already-issued securities are traded. Two types: auction market (stock exchanges — BSE/NSE) and dealer market (OTC). Provides price discovery + liquidity for investors. Security AUCTION market = component of secondary market (exam PYQ!).

🧒 Analogy: Primary = buying a new car from showroom. Secondary = buying from OLX/CarDekho. The car (security) is the same, but the seller is different!
Critical Term
BSE & NSE
BSE (1875, oldest in Asia) and NSE (1992) — India’s two major exchanges
1875 & 1992

Banky’s Understanding: BSE (Bombay Stock Exchange): Set up in 1875 — oldest in Asia, first to get SEBI permanent recognition. Index: Sensex (30 stocks). NSE (National Stock Exchange): Established 1992 — other major exchange, permanent SEBI recognition. Index: Nifty (50 stocks). CSE (Calcutta): 1908, now inactive. Metropolitan SE: Dec 2012. Demutualisation: process where exchange converts from member-owned to shareholder-owned company.

🧒 Analogy: BSE is the grandparent (1875) and NSE is the energetic grandchild (1992) — both running India’s stock markets!
Critical Term
Equity & Preference Shares
Equity = ownership + voting. Preference = fixed dividend + priority but no voting.
Two types

Banky’s Understanding: Equity Shares: Holders are company MEMBERS with voting rights. Can have differential voting/dividend rights. Types: rights issue (new shares to existing holders), bonus shares (free from profits/reserves). Preference Shares: NO voting rights. Fixed dividend paid BEFORE equity dividend. Priority during liquidation (after creditors but before equity). Types: cumulative (dividend accumulates), convertible (becomes equity later), participating (extra profit share). Redeemable: max 20 years (except infrastructure).

🧒 Analogy: Equity = being a full family member (voting at family meetings, share in everything). Preference = being a VIP guest (guaranteed food first, but no vote in family decisions)!
Critical Term
Bonds & Debentures
Bonds = unsecured. Debentures = secured against company assets. Both pay fixed interest.
Secured vs Unsecured

Banky’s Understanding: Bonds: Negotiable certificate of indebtedness — usually unsecured. Types: coupon (regular interest), zero-coupon (buy at discount, no periodic interest, bullet payment at maturity), convertible (can convert to equity). Debentures: Issued by companies — secured/charged against company assets. Debenture Trustee creates the charge. Attract stamp duty. G-Secs: sovereign (credit-risk free), coupon-bearing, half-yearly interest, issued by RBI for Central Govt, maturity up to 40+ years. All bonds demat since June 2002.

🧒 Analogy: Debenture = loan with house as collateral (secured). Bond = loan on trust (unsecured). G-Sec = loan to government (safest — sovereign guarantee)!
Critical Term
IPO & Book Building
IPO = company’s first public share issue. Book building = price discovery via bids.
35% retail

Banky’s Understanding: IPO (Initial Public Offering): First time a company offers shares to public. Eligibility: net tangible assets ≥₹3 Cr (3 years), avg operating profit ≥₹15 Cr, net worth ≥₹1 Cr. Book Building: Price discovered through investor bids within a price band. Allocation: 35% retail, 50% QIBs, 15% NIIs (in voluntary book building). Retail investor: applies for ≤₹2,00,000. Anchor investor: QIB applying for ≥₹10 crore.

🧒 Analogy: IPO = a restaurant opening to the public for the first time. Book building = asking customers ‘what would you pay for this dish?’ and setting the price based on demand!
Critical Term
ASBA & QIP
ASBA = money blocked (not debited) in your account. QIP = quick private placement to QIBs.
Investor protection

Banky’s Understanding: ASBA (Applications Supported by Blocked Amount): When applying for IPO, your money stays in YOUR account — only blocked, not debited. Debited only IF allotted. If not allotted → block released automatically. Mandatory for all investors since 2010. QIP (Qualified Institutional Placement): Quick way for LISTED companies to raise money from QIBs. No pre-issue SEBI filing. Faster than IPO. Reduces dependence on foreign capital (FCCBs/GDRs).

🧒 Analogy: ASBA = putting a ‘reserved’ sign on your money. The money stays in your account. Only taken IF you get the IPO shares. If not → sign removed, money stays yours!
Critical Term
Key Capital Market Terms
STT, rolling settlement, demutualisation, cut-off price, safety net, green shoe
Important terms

Banky’s Understanding: STT: Securities Transaction Tax — 0.1% on cash delivery. Rolling Settlement: T+1 (trades settled next working day). Demutualisation: exchange converts from member-owned to shareholder-owned. Cut-Off Price: actual discovered issue price in book building — only retail can bid at cut-off. Green Shoe Option: allot excess shares for post-listing price stabilisation. SCSB: Self-Certified Syndicate Bank offering ASBA. NSDL and CDSL = two central depositories.

🧒 Analogy: STT = toll tax on the stock market highway. Rolling settlement = trades settled next day. Demutualisation = converting a club into a public company!
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Section 5 of 9

Chapter Explained in Simple Stories

So easy even Banky’s nephew understands

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Sir, explain this like a story!
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Three bite-sized stories coming up — impossible to forget! 🚀

📈 Block 1: Primary vs Secondary — New Issues vs Trading

Capital market has two halves:

🆕 Primary Market (New Issues): Companies raise FRESH capital. Two types: (1) Public Issue (IPO/FPO — offered to everyone) and (2) Private Placement (offered to select investors). Banks participate as bankers to the issue, ASBA providers, underwriters.

🔄 Secondary Market (Trading): Already-issued securities traded between investors. Two types: (1) Auction Market (stock exchanges — BSE/NSE) and (2) Dealer Market (Over-the-Counter/OTC). Provides liquidity + price discovery.

⚠️ Security auction market = SECONDARY market (exam trap! Not primary!). IPO market = PRIMARY. Private placement = PRIMARY.

Key Term
Security Auction = Secondary
Security auction market is a component of SECONDARY market (not primary). Stock exchanges ARE auction markets. This is the #1 exam trap in capital markets!
🧑‍💼 Banky: “Primary = company sells NEW shares. Secondary = investors trade EXISTING shares. And security auction = secondary! Got it! 📈”

🏦 Block 2: Instruments — Equity, Preference, Bonds, Debentures

📊 Equity Shares: Ownership + voting rights. Types: rights issue (to existing holders), bonus shares (free from profits). Can have differential voting rights.

⭐ Preference Shares: Fixed dividend BEFORE equity. Priority in liquidation. NO voting. Types: cumulative, convertible, participating. Max 20 years (infra: longer).

📜 Bonds: Usually UNSECURED. Coupon bonds (regular interest), zero-coupon (discount, bullet payment), convertible (can become equity). Demat since June 2002.

🔒 Debentures: SECURED against company assets. Debenture Trustee creates charge. Attract stamp duty.

🏛️ G-Secs: Sovereign, credit-risk FREE, coupon-bearing, half-yearly interest, maturity up to 40+ years. Issued by RBI for Central Govt.

Key Term
Bond vs Debenture
Bond = usually UNSECURED (backed by issuer’s creditworthiness). Debenture = SECURED (charged against company assets). G-Sec = sovereign (safest). Know the hierarchy!
🧑‍💼 Banky: “Equity = owner, Preference = VIP guest, Bond = unsecured loan, Debenture = secured loan, G-Sec = safest! 📊”

🎯 Block 3: IPO, ASBA & Book Building — How Companies Raise Money

IPO Process: Company decides to go public → appoints BRLM (Book Running Lead Manager) → files Red Herring Prospectus → sets price band → investors bid → cut-off price discovered → allotment.

Book Building Allocation: 35% Retail (≤₹2 lakh), 50% QIBs, 15% NIIs. Anchor investor: QIB bidding ≥₹10 crore.

ASBA: Your money stays in YOUR account — only blocked. Debited only on allotment. Mandatory since May 2010 for all investors.

IPO Eligibility: Net tangible assets ≥₹3 Cr (3 years), Avg operating profit ≥₹15 Cr, Net worth ≥₹1 Cr. OR: book building with 75% to QIBs.

QIP: Listed companies raise money quickly from QIBs. No SEBI pre-filing. Reduces foreign capital dependence.

Key Term
Retail = ₹2 Lakh Max
Retail Individual Investor = applies for securities worth ≤₹2,00,000. Above ₹2 lakh = NII (Non-Institutional Investor/HNI). QIB = institutional (MFs, banks).
🧑‍💼 Banky: “35% for retail (≤₹2L), ASBA keeps money safe, and book building discovers the price. IPOs demystified! 🎯”
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Section 6 of 9

Exam Angle — Every Testable Point

All facts, numbers, definitions JAIIB tests

✅ Must-Know Facts — Highest Probability

  • Capital market: long-term equity + debt — primary (new issues) + secondary (trading)
  • Primary market: public issues (IPO/FPO) + private placements — FRESH capital raised
  • Secondary market: trading existing securities — auction (stock exchanges) + dealer (OTC)
  • Security auction market = SECONDARY market component (NOT primary!) — exam trap!
  • BSE: 1875 — oldest in Asia, first SEBI recognition | NSE: 1992 — Nifty 50
  • Demutualisation: member-owned → shareholder-owned company (BSE/NSE both demutualised)
  • Equity shares: ownership + voting rights | Can have differential voting/dividend rights
  • Rights issue: new shares to existing shareholders | Bonus shares: free from profits/reserves
  • Preference shares: fixed dividend, no voting, priority in liquidation, max 20 years (infra: longer)
  • Cumulative preference: unpaid dividend accumulates | Convertible: becomes equity later
  • Bonds: usually UNSECURED | Debentures: SECURED against assets | G-Secs: sovereign, risk-free
  • Zero-coupon bond: no periodic interest — buy at discount, bullet payment at maturity
  • All bonds demat since June 2002 — NSDL and CDSL = two central depositories
  • IPO book building: 35% retail + 50% QIBs + 15% NIIs (voluntary book building)
  • Retail investor: applies for ≤ ₹2,00,000 | Anchor investor: QIB ≥ ₹10 crore
  • IPO eligibility: net tangible assets ≥₹3 Cr + avg operating profit ≥₹15 Cr + net worth ≥₹1 Cr
  • ASBA: money blocked (not debited) — debited only on allotment — mandatory since May 2010
  • QIP: listed companies raise money quickly from QIBs — no SEBI pre-filing
  • STT: 0.1% on cash delivery (since Oct 2004) | Rolling settlement: T+1
  • CP minimum tenure: 7 days (exam trap — NOT 1 month!)
  • Green Shoe Option: allot excess shares for post-listing price stabilisation

📝 Previous Year Questions

Q: Component of secondary market:
A: (c) Security auction market ✅ (NOT IPO or private placement!)
Q: Exchange converting from member-owned to shareholder-owned:
A: (b) Demutualisation ✅
Q: Minimum tenure for commercial papers:
A: (b) 7 days ✅
Q: IPO book building — retail reservation:
A: (c) 35% ✅
Q: Retail investor applies for up to:
A: (c) ₹2,00,000 ✅
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Section 7 of 9

Memory Tricks That STICK

Lock every fact permanently

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Too many facts! Help! 🤯
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These tricks will lock everything in forever! 🧲

🧠 Trick 1 — Primary vs Secondary

New vs Trading
PRIMARY = company sells NEW shares SECONDARY = investors trade OLD shares IPO = Primary | BSE/NSE = Secondary
Primary = fresh capital raised (IPO/FPO). Secondary = existing shares traded (BSE/NSE). Security auction = SECONDARY (not primary). Exam loves this!

🧠 Trick 2 — BSE & NSE Years

1875 and 1992
BSE = 1875 (Born Super Early!) NSE = 1992 (New Stock Exchange) BSE = Asia’s oldest!
BSE (1875) is the oldest stock exchange in Asia. NSE (1992) is the newer, tech-driven exchange. Both have SEBI permanent recognition.

🧠 Trick 3 — Book Building Split

35-50-15
35% Retail (small investors) 50% QIBs (institutions) 15% NIIs (HNIs) = 100% (35+50+15)
Voluntary book building allocation: 35% retail (≤₹2L), 50% QIBs (MFs/banks), 15% NIIs (HNIs). Retail can bid at cut-off price. Anchor investor = QIB ≥₹10 Cr.

🧠 Trick 4 — ASBA = Blocked

Money stays in YOUR account
ASBA = Amount Stays in Bank Account! (Blocked, not debited) Debited ONLY on allotment
ASBA = Applications Supported by Blocked Amount. Your money is BLOCKED (reserved) but NOT debited. Only debited if allotted. Mandatory since May 2010.

🧠 Trick 5 — Bond vs Debenture

Unsecured vs Secured
BOND = no security (trust-based) DEBENTURE = secured by assets G-SEC = government guarantee (safest!)
Bond = usually unsecured. Debenture = secured against company assets (trustee creates charge). G-Sec = sovereign guarantee. Safety: G-Sec > Debenture > Bond.

🧠 Trick 6 — Retail = ₹2 Lakh

Maximum application value
RETAIL = ₹2 LAKH max (TWO lakh = small investor) Above ₹2L = NII/HNI
Retail Individual Investor applies for ≤₹2,00,000. Above ₹2 lakh = Non-Institutional Investor (NII/HNI). Institutional (MFs/banks) = QIBs. Three categories!

🧠 Trick 7 — Demutualisation

Member-owned → Shareholder-owned
DEMUTUALISATION = DE-member-isation! From MEMBERS owning exchange To SHAREHOLDERS owning it
Demutualisation = exchange converts from mutual (member-owned) to corporate (shareholder-owned). BSE and NSE are both demutualised now.

🧠 Trick 8 — IPO Eligibility

₹3Cr assets, ₹15Cr profit, ₹1Cr NW
3-15-1 = IPO eligibility! ₹3 Cr net tangible assets (3 years) ₹15 Cr avg operating profit ₹1 Cr net worth
IPO needs: ₹3 Cr assets (not >50% monetary), ₹15 Cr avg profit, ₹1 Cr net worth — all over preceding 3 years. OR: book building with 75% QIB allotment.
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Section 8 of 9

Visual Summary — Chapter Map

Entire chapter in one diagram

Capital Markets — Chapter 31 Map🆕 PRIMARY MARKET (New Issues)Public Issues: IPO, FPO | Private Placements: QIPBook Building: 35% Retail + 50% QIB + 15% NII🔄 SECONDARY MARKET (Trading)Auction: BSE (1875) + NSE (1992) | Dealer: OTCSecurity auction = SECONDARY (exam trap!)📊 Equity SharesOwnership + VotingRights + Bonus issues⭐ Preference SharesFixed div, No votingCumul, Convert, Partic📜 Bonds (Unsecured)Coupon, Zero-couponConvertible | Demat 2002🔒 Debentures (Secured)Charged against assetsTrustee creates chargeASBA: money blocked not debited | Retail ≤₹2L | IPO: 3-15-1 eligibility | STT 0.1% | T+1 settlementQIP for listed cos (no SEBI pre-filing) | Green Shoe Option | SCSB = bank offering ASBAbankerbro.com/ • JAIIB IE&IFS Chapter 31 • Module D
Section 9 of 9

Flash Revision — Last-Minute Cards

Read these 10 minutes before exam

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EXAM IN 15 MINUTES! 😰
👨‍🏫
12 cards — read twice, you’ll get every question right! 💪
Capital Market
Long-term equity + debt
Primary (new issues) + Secondary (trading)
Security Auction
= SECONDARY market (NOT primary!)
Stock exchanges = auction markets — exam trap!
BSE & NSE
BSE 1875 (oldest Asia) | NSE 1992
Sensex (30) | Nifty (50) | Both SEBI recognised
Equity Shares
Ownership + voting rights
Rights (to existing) + Bonus (free from profits)
Preference Shares
Fixed dividend, no voting, priority liquidation
Cumulative, Convertible, Participating | Max 20 yrs
Bond vs Debenture
Bond=unsecured | Debenture=secured by assets
G-Sec=sovereign (safest) | All demat since June 2002
Book Building
35% Retail + 50% QIB + 15% NII
Retail ≤₹2L | Anchor ≥₹10 Cr | Cut-off for retail only
ASBA
Money BLOCKED (not debited) in your account
Debited only on allotment | Mandatory since May 2010
Retail Investor
Applies for ≤ ₹2,00,000
Above ₹2L = NII/HNI | Institutional = QIB
IPO Eligibility
₹3Cr assets + ₹15Cr profit + ₹1Cr NW
3-15-1 rule | OR 75% QIB book building
STT
0.1% on cash delivery (since Oct 2004)
Securities Transaction Tax | Reduces transaction cost
Demutualisation
Member-owned → Shareholder-owned exchange
BSE and NSE both demutualised

⚡ Chapter 31 Complete — Capital Markets and Stock Exchanges

  • Capital market: long-term equity + debt | Primary (IPO/FPO) vs Secondary (BSE/NSE trading)
  • Security auction market = SECONDARY (not primary!) — top exam trap
  • BSE (1875): oldest in Asia | NSE (1992) | Demutualisation = member→shareholder-owned
  • Equity: ownership + voting | Preference: fixed dividend, no voting | Bond: unsecured | Debenture: secured
  • Book building: 35% retail + 50% QIB + 15% NII | Retail ≤₹2L | Anchor ≥₹10 Cr
  • ASBA: money blocked not debited — mandatory since May 2010 | IPO: 3-15-1 eligibility
  • STT: 0.1% | Rolling settlement: T+1 | All bonds demat since June 2002

Banky says: “Primary=new, Secondary=trading, BSE=1875, retail=₹2L, ASBA=blocked not debited!” 🎉📈

You now understand India’s capital markets — from IPOs to stock exchanges to bond types. When a customer asks about IPOs or demat accounts, you’ll answer like a capital market expert! 💪

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