4 minutes of readingNew DelhiFebruary 10, 2026 06:34 pm IST
Sanjiv Goenkafounder and chairman of RPSG Group, spoke openly about missing the opportunity to acquire a stake in Dharma Productions, calling it a lesson in “how much to delegate and when.” Speaking in a podcast with Parthiv Neotia, Goenka said negotiations with filmmaker Karan Johar broke down after certain legal clauses alarmed Johar.
“Karan is a very dear friend, and still is. I think our lawyer and legal team put in a drag-and-tag clause and that scared him. He didn’t know these clauses were there and that scared him. If he had known, he would have removed them. That was the reason why the deal ultimately didn’t happen,” Goenka said.
When asked if he regretted saying no to the deal, Goenka admitted: “I’m disappointed that I didn’t get the Dharma deal. Sometimes it’s also a lesson in how much to delegate and when to delegate. Too much delegation doesn’t necessarily work. This is an example.”
What is a drag and tag clause?
In mergers and acquisitions, carryover rights allow majority shareholders to force minority shareholders to sell their stake if the majority accepts the sale. Tag-along rights, on the other hand, protect minority shareholders by allowing them to join (or “tag along”) if the majority sells their stake, ensuring they get the same price and conditions.
Goenka on films, content and intellectual property
When asked if Goenka is still interested in film production and distribution, Goenka made it clear that RPSG has already produced 26 films under Yoodlee Films.
“It’s a business that hasn’t done as well in recent years as it has in the past, but I think content and intellectual property are two very important businesses. If you have content and you own the intellectual property of that content, there will be more avenues for monetization as technology advances,” he said.
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Karan Johar on selling Dharma Productions stake to Adar Poonawalla
Johar has already spoken at length about why he eventually sold a stake in Dharma to Adar Poonawalla, CEO of Serum Institute of India.
On Raj Shamani’s podcast last year, Johar said“In 2023, we realized that we needed to leverage and grow. In our business, growing organically would have taken me another 5 to 7 years. I needed the fund to grow and today I am happy with my partnership with Adar. He is an incredible human being and his instincts are very strong.”
In another interview with Komal Nahta, Johar revealed that funding constraints had paralyzed several ambitions. “I had many dreams that I could not fulfill because there was a financing problem. I was very clear that I can sell 50% of my company or sell shares, just because I want to expand. I want to leave many legacies within the company. Apoorva and I, who work like brothers, had decided that we would do this, but we needed the right partner. In the end it happened that Adar and his wife Natasha were my close friends, very dear to me. One day I called on the phone and said that I was interested, but I told him that this is not “It’s his business. He said he wanted to expand too.”
Johar added that his long-time collaborator Apoorva Mehta played a key role in sealing the deal, assuring him that Poonawalla would not interfere creatively.
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“We haven’t lost any creative control. There are checks and balances because when there is a partner, you become more responsible. We received investment for expansion, I was able to immediately open a distribution division and talks are underway to do something big with the music division. Adar is someone we turn to when we want to do bigger deals. Apoorva and I ask him for advice,” he added.
The deal
In 2024, Karan Johar signed a Rs 1,000-crore deal to sell 50% stake in Dharma Productions to Adar Poonawalla through Serene Productions. The remaining 50% remains in the hands of Johar, with Apoorva Mehta as CEO.