Hi,
I am working as an CS since years.
But, i am still unable to UNDERSTAND "the EXACT" difference between "Operating System" and "Kernel"

A theoratical one but needs a reply

Kernel implements/provides functions for processes, threads, multitasking, task scheduling, memory managment and drivers, basic file-access function and network functionality. This is fundamental part of operating system - if there are no functions for accessing files, network and multitasking, there can be no modern OS.

OS uses facilities/functions provided and offers programs which form basic framework for user. When there is only kernel left, then there are no programs, and user can't do anything. OS often provides "main" program that's being started with the system.

A crude (and a bit incorrect) example. Imagine that OS is a car (I'm sick of car-os comparsions, but can't think about anything else).
Kernel is car machinery - engine, carburator, fueling system, but nothing else. I.e. no gearbox, no car body, no wheels, no steering wheel, and no keyhole to launch ignition, and even no gas pedal. I.e. if someone took the car, ripped engine with all additional parts out of this car, then put these parts on a table and managed to start them, then that's the car's kernel. I.e. although mechanical parts (engine & other stuff) can work without other parts, you can't drive them somewhere.

The car body + wheels + front panel with basic controls + all other stuff that is required to make car drive is operating system. You can't use these without engine, but you can't drive engine without these parts.

Stuff like driver seat, cabin interior and everything that's not required to drive the car can be thought as additional software.

The analogy is really nice !!
Now, the next question rises. I was thinking the same way BUT then when I came to know distinction between "monolithic" kerenel and "micro" kernel.....
I think what we understand is wrong with micro kernel.... Your analogy and explanation stands true only when we are discussing Linux kernel or Monolithic Kernel...

What do you say ?

I'm not microkernel arhitecture fan, so I can't provide perfect analogy.
But as I understand it:
1) monolithic (continuing car analogy) means
one huge box metal "brick" contains engine, carburator and fueling system at one place and is installed into car's room for engine. Brick can be opened and parts of the brick can be removed or replaced, but brick contents are produced by one manufacturer/company, and when some part of the brick can be taken apart this is pure coincedence. "Brick" isn't closed-source, it can be opened, disassembled, etc, but there is no warranty that bolt/nut/wire from one sub-component of the "brick" will be suitable for another component.
2) microkernel (for me) looks more like constructor - main kernel (which provides communication facilities) is really just a bunch of wires and plastic tubes with standart connectors plus some very simple steel frame, on which real parts (microkernels) are fixed with bolts. There is no "solid" parts like "carburator", because everything is put apart to the maximum possible extent, fixed to the frame with bolts, and then connected with other parts with wires and tubes. Even engine cylinders are separate parts.

Exactly. So, this is how I relate your car analogy to Kernel, really.
Monolithic kernel will have all the responsibilities like Process management and Memory management and Device Drivers and etc...

While Micro kernel will not be responsible for all above activities.... It may have just basic IPC functionalitites and Device Driver code. Other things can be considered as part of "Operating System"

Makes sense ??

And so my final conclusion about the "Difference between OS and Kernel" can really have NO specific answer. Am I right ? what say ?

I would say that the answer can be as simple or as complex as you want it to be.

Look up the definition of "kernel" in other contexts.