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5. Pursuant to and in terms of the share transfer agreement dated September 12, 2014, parties to such share transfer agreement entered into an escrow agreement which was also executed on September 12, 2014. He draws the attention of the Court to clause 6 of the escrow agreement and contends that, the same also contained mechanism for settlement of the disputes between the parties.

6. Learned advocate appearing for the appellant relies upon (2018) 15 SCC 678 (Ameet Lalchand Shah And Others -vs- Rishabh Enterprises And Another) for the proposition that, an arbitration 2025:CHC-OS:261-DB agreement can be incorporated by reference. According to him, in the facts and circumstances of the present case, both the share transfer agreement and the escrow agreement are inseparable and intrinsically intertwined.

13. The parties to the suit also entered into an escrow agreement dated September 12, 2014. The recital to the escrow agreement dated September 12, 2014 is as follows:

"WHEREAS
1. On the even date Gupta Group have sold and transferred their 100% shareholding in the Company in favour of Asian Group by the method of spot delivery contract at or for the consideration mentioned therein and the fact of such sale or transfer of shares by Gupta Group in favour of Asian Group along with certain other terms and conditions has been duly recorded in a Document made between Gupta Group and Sellers and the Company, therein also as Company and Asian Group as Buyers (In short, Document Recording Share Transfer).

21. We are therefore of the view that, the share transfer agreement contemplated escrow. The second agreement being the escrow agreement, is an integral part of the share transfer agreement. Escrow 2025:CHC-OS:261-DB agreement was created in order to give effect to the share transfer agreement. Arbitration agreement undoubtedly exists in the share transfer agreement and, therefore, in our view, share transfer agreement and the escrow agreement satisfied the parameters as enunciated in M. R. Engineers & Contractors (Supra) for us to hold, the arbitration agreement appearing in the share transfer agreement was incorporated in the escrow agreement.

22. In any event, suit cannot be held to be premised solely on the escrow agreement. The share transfer agreement is also involved. Escrow agreement cannot be seen or read as a separate or stand alone document dissected from the share transfer agreement.

23. One of the issues in the suit would be whether, the parties acted in terms of the share purchase agreement or not. In other words, whether there was any breach of the terms and conditions of the share purchase agreement or not. Another issue would be whether or not, the respondent nos. 1 to 4 as the plaintiffs are entitled to refund of the sum of Rs.30 lakhs kept in escrow in terms of the share purchase agreement.