Karan Johar turned down RPSG’s Dharma deal after ‘drag and tag’ clause caused concern, reveals Sanjiv Goenka

Karan Johar’s Dharma Productions entered a major new chapter less than a year ago when billionaire Adar Poonawalla picked up a significant stake in the company. The partnership brought in substantial capital while allowing Karan to retain creative leadership.

However, Poonawalla was not the only industrialist interested in backing the banner known for films like ‘Kuch Kuch Hota Hai’, ‘Kabhi Khushi Kabhie Gham’ and others.

. Industrialist Sanjiv Goenka has now shared that his group had nearly secured a deal with Dharma until certain legal provisions derailed the conversation.

Sanjiv Goenka opens up on the missed opportunity

Sanjiv Goenka, who heads the Kolkata-based RP-Sanjiv Goenka (RPSG) Group, recently reflected on the near-collaboration during a podcast with Parthiv Neotia.

His conglomerate, valued at around $10 billion, has interests spanning media, sports and energy.Speaking candidly about the development, Goenka said, “Karan is a very dear friend, he continues to be. I think our lawyer and legal team put a drag and tag clause, and it spooked him. I wasn’t aware these clauses were there, and that it spooked him. If I had known, I would have removed them. That was the reason the deal eventually didn’t happen.”

He further admitted feeling let down by how things unfolded. “I am disappointed that I didn’t get the Dharma deal. Sometimes it is also a lesson in how much to delegate and at what time to delegate. Too much delegation doesn’t necessarily work. This is one example,” he added.

What exactly is a ‘drag and tag’ clause?

In corporate acquisitions, drag-along and tag-along clauses commonly referred to as “drag and tag” are designed to safeguard shareholder interests.

A drag-along clause enables majority stakeholders to compel minority shareholders to sell their shares if a buyer seeks full ownership. Conversely, a tag-along clause allows minority shareholders to participate in a sale initiated by majority owners.Such clauses are standard practice in mergers and acquisitions, especially in creative businesses like film production houses, talent agencies and content-driven startups, where equity is often distributed among founders and investors.

About Dharma Productions

Founded in 1976 by Yash Johar, Dharma Productions has been a cornerstone of mainstream Hindi cinema. Over the decades, the banner delivered iconic films such as ‘Dostana’, ‘Agneepath’, ‘Kuch Kuch Hota Hai’, ‘Kabhi Khushi Kabhie Gham’, ‘Kal Ho Naa Ho’ and more recently ‘Raazi’. In 2025, Adar Poonawalla acquired a 50 percent stake in the company for Rs 1000 crore, marking one of the biggest investment deals in Bollywood’s corporate history. While the RPSG partnership did not materialise, Goenka’s revelation offers a rare glimpse into the high-stakes negotiations that shape the business side of the film industry.