"The third partner is a friend of mine but is unable to share the working capital due to his financial difficulies ,but he is very important to us as he
is very efficient in communication skills and labour management skills "


Excellent. Just make him the Manager (HRD) or (Personal) and offer him a salary + perks that is on par or better with industries of your SIZE and SCALE in your AREA of operation.

Since you are starting fresh it will offer comfort for both of you - particularly to the latter as he is not financially sound. Dont commit as of now anything related to profit. First you should see it !!

( I hope your third friend has no habit of reading 8052 forum messages !)

Raghu