Appointment of managing director or whole time director requires Central Government approval when Schedule V conditions are not met. Form MR-2 prescribes the procedure and required particulars for seeking Central Government approval for appointment or reappointment of a managing director, whole time director or manager where Part I of Schedule V is not complied with, including appointee particulars, grounds of non compliance with Schedule V, disclosures of convictions or section 164 disqualifications, board and shareholders' resolutions, and specified attachments such as nomination & remuneration committee minutes, auditors' certificate under Section 164(2), newspaper notices, prior Central Government decisions and certifications by company officers and practicing professionals.