Sanjiv Goenka Reveals Missed Dharma Deal Due to Legal Clause Spooking Karan Johar
Sanjiv Goenka on Missed Dharma Deal: Legal Clause Spooked Karan Johar

Sanjiv Goenka Opens Up on Failed Dharma Productions Investment Deal

In a surprising revelation, industrialist Sanjiv Goenka has disclosed that his group, the RP-Sanjiv Goenka (RPSG) Group, was on the verge of securing a major investment in Karan Johar's Dharma Productions. However, the deal fell through due to a legal provision that spooked the filmmaker. This comes less than a year after billionaire Adar Poonawalla acquired a significant stake in the iconic Bollywood banner, marking a new corporate chapter for Dharma.

Goenka's Candid Admission on Podcast

Speaking during a podcast with Parthiv Neotia, Sanjiv Goenka, who heads the Kolkata-based conglomerate valued at approximately $10 billion, reflected on the missed opportunity. He expressed disappointment over how the negotiations unfolded, attributing the breakdown to a 'drag and tag' clause inserted by his legal team without his knowledge. Goenka stated, "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, adding, "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." The RPSG Group, with interests in media, sports, and energy, had been keen on backing Dharma, known for blockbuster films like 'Kuch Kuch Hota Hai' and 'Kabhi Khushi Kabhie Gham'.

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Understanding the 'Drag and Tag' Clause

In corporate acquisitions, drag-along and tag-along clauses, commonly referred to as 'drag and tag', are standard mechanisms to protect shareholder interests. A drag-along clause allows majority stakeholders to force minority shareholders to sell their shares if a buyer seeks full ownership. Conversely, a tag-along clause enables minority shareholders to join in a sale initiated by majority owners. These provisions are particularly prevalent in creative industries such as film production houses, talent agencies, and content-driven startups, where equity distribution among founders and investors is common.

The inclusion of such clauses in the Dharma deal negotiations highlights the complexities of high-stakes business transactions in Bollywood, where creative control and financial interests often intersect.

Dharma Productions: A Legacy in Hindi Cinema

Founded in 1976 by Yash Johar, Dharma Productions has been a cornerstone of mainstream Hindi cinema for decades. The banner has delivered iconic films including 'Dostana', 'Agneepath', 'Kuch Kuch Hota Hai', 'Kabhi Khushi Kabhie Gham', 'Kal Ho Naa Ho', and more recently 'Raazi'. In 2025, the company entered a new phase when Adar Poonawalla acquired a 50 percent stake for Rs 1000 crore, one of the largest investment deals in Bollywood's corporate history.

While the partnership with RPSG did not materialize, Goenka's insights offer a rare glimpse into the behind-the-scenes negotiations that shape the business side of the film industry. This revelation underscores the competitive interest from industrialists in backing successful entertainment ventures, reflecting the growing convergence of corporate capital and creative enterprises in India.

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