A cold-rolled steel sheet having a refined structure in which grain growth during annealing is suppressed has a chemical composition containing, in mass percent, controlled amounts of carbon, manganese, niobium, titanium, vanadium, sol. Aluminum, chromium, molybdenum, boron, calcium, and REM and a microstructure which contains at least 50% by area of ferrite as a main phase, a second phase containing at least 10% by area of a low temperature transformation phase and 0-3% by area of retained austenite and which satisfies the following Equations (1)-(3), in addition to a particular texture, dm